UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~May 23, ~~2025~~2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-40650

Core & Main, Inc.

(Exact name of registrant as specified in its charter)


Delaware						86-3149194
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

1830 Craig Park Court

St. Louis, Missouri 63146

(314) 432-4700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

CNM

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of ~~December~~June 5, ~~2025~~2026, there were ~~188~~187,~~802~~192,~~673~~831 shares of the registrant’s Class A common stock, par value $0.01 per share, and 6,~~709~~327,~~636~~204 shares of the registrant’s Class B common stock, par value $0.01 per share, outstanding.

Table of Contents

			PAGE
Cautionary Note Regarding Forward-Looking Statements			3
Part I - Financial Information
Item 1. Financial Statements (unaudited)			5
Condensed Consolidated Balance Sheets as of November 2, 2025 and February 2, 2025 (unaudited)			5
Condensed Consolidated Balance Sheets as of May 3, 2026 and February 1, 2026 (unaudited)			5
Condensed Consolidated Statements of Operations for the three and nine month periods ended November 2, 2025 and October 27, 2024 (unaudited)			6
Condensed Consolidated Statements of Operations for the three month periods ended May 3, 2026 and May 4, 2025 (unaudited)			6
Condensed Consolidated Statements of Comprehensive Income for the three and nine month periods ended November 2, 2025 and October 27, 2024 (unaudited)			7
Condensed Consolidated Statements of Comprehensive Income for the three month periods ended May 3, 2026 and May 4, 2025 (unaudited)			7
Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and nine month periods ended November 2, 2025 and October 27, 2024 (unaudited)			8
Condensed Consolidated Statements of Changes in Stockholders' Equity for the three month periods ended May 3, 2026 and May 4, 2025 (unaudited)			8
Condensed Consolidated Statements of Cash Flows for the nine month periods ended November 2, 2025 and October 27, 2024 (unaudited)			10
Condensed Consolidated Statements of Cash Flows for the three month periods ended May 3, 2026 and May 4, 2025 (unaudited)			9
Notes to the Condensed Consolidated Financial Statements (unaudited)			1110
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2220
Item 3. Quantitative and Qualitative Disclosures about Market Risk			3531
Item 4. Controls and Procedures			3632
Part II - Other Information
Item 1. Legal Proceedings			3733
Item 1A. Risk Factors			3733
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3733
Item 3. Defaults Upon Senior Securities			3733
Item 4. Mine Safety Disclosures			3733
Item 5. Other Information			3834
Item 6. Exhibits			3935
Signatures			4036

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, without limitation, all statements other than statements of historical facts contained in this Quarterly Report, including statements relating to our intentions, beliefs, assumptions or current expectations concerning, among other things, our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding expected growth, future capital expenditures, capital allocation and debt service obligations, and the anticipated impact on our business.

Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable terms.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results of operations, financial condition, cash flows and the development of the market in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed under the captions “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 21, ~~2025~~2026 (the “~~2024~~2025 Annual Report on Form 10-K”) and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:

•declines, volatility and cyclicality in the U.S. residential and non-residential construction markets;

•slowdowns in municipal infrastructure spending and delays in appropriations of federal funds;

•our ability to competitively bid for contracts;

•price fluctuations in our product costs (including effects of tariffs);

•our ability to manage our inventory effectively, including during periods of supply chain disruptions;

•risks involved with acquisitions and other strategic transactions, including our ability to identify, acquire, close or integrate acquisition targets successfully;

•the fragmented and highly competitive markets in which we compete and consolidation within our industry;

•the development of alternatives to distributors of our products in the supply chain;

•our ability to hire, engage and retain key personnel, including sales representatives, qualified branch, district and regional managers and senior management;

•our ability to identify, develop and maintain relationships with a sufficient number of qualified suppliers and the potential that our exclusive or limited supplier distribution rights are terminated;

•changes in supplier rebates or other terms of our supplier agreements;

•the availability of freight;

•the ability of our customers to make payments on credit sales;

•our ability to identify and introduce new products and product lines effectively;

•the spread of, and response to public health crises and the inability to predict the ultimate impact on us;

•costs and potential liabilities or obligations imposed by environmental, health and safety laws and requirements;

•regulatory change and the costs of compliance with regulation;

•changes in stakeholder expectations in respect of environmental, social and governance (“ESG”) and sustainability practices;

•exposure to product liability, construction defect and warranty claims and other litigation and legal proceedings;

•potential harm to our brand or reputation;

•difficulties with or interruptions of our fabrication services;

•safety and labor risks associated with the distribution of our products;

•interruptions in the proper functioning of the Company’s and our third-party service providers’ information technology systems, including from cybersecurity threats;

•impairment in the carrying value of goodwill, intangible assets or other long-lived assets;

•our ability to continue our customer relationships with short-term contracts;

•risks associated with operating internationally including exporting and importing of certain products;

•our indebtedness and the potential that we may incur additional indebtedness that might restrict our operating flexibility;

•the limitations and restrictions in the agreements governing our indebtedness, the Amended and Restated Limited Partnership Agreement of Holdings, as amended, and the Tax Receivable Agreements (each as defined herein);

•increases in interest rates on our variable rate indebtedness;

•changes in our credit ratings and outlook;

•our ability to generate the significant amount of cash needed to service our indebtedness;

•our organizational structure, including our payment obligations under the Tax Receivable Agreements, which may be significant;

•our ability to sustain an active, liquid trading market for our Class A common stock; and

•risks related to other factors discussed under “Risk Factors” in our ~~2024~~2025 Annual Report on Form 10-K.

You should read this Quarterly Report on Form 10-Q and our ~~2024~~2025 Annual Report on Form 10-K completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this Quarterly Report on Form 10-Q, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CORE & MAIN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts in millions (except share and per share data), unaudited

November 2, 2025

February 2, 2025

May 3, 2026

February 1, 2026

ASSETS

Current assets:

Cash and cash equivalents

89150

8220

Receivables, net of allowance for credit losses of $22 and $18, respectively

1,342

1,066

Receivables, net of allowance for credit losses of $25 and $22, respectively

1,259

1,048

Inventories

1,~~016~~103

~~908~~986

Prepaid expenses and other current assets

6045

4348

Total current assets

2,~~507~~557

2,~~025~~302

Property, plant and equipment, net

~~175~~184

~~168~~178

Operating lease right-of-use assets

~~280~~297

~~244~~287

Intangible assets, net

~~847~~791

~~935~~823

Goodwill

1,~~918~~921

1,~~898~~920

Deferred income taxes

~~571~~561

~~558~~565

Other assets

213

4210

Total assets

6,~~300~~324

56,~~870~~085

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current maturities of long-term debt

Accounts payable

~~734~~814

~~562~~512

Accrued compensation and benefits

~~107~~65

123

Current operating lease liabilities

7477

6775

Other current liabilities

~~168~~126

90140

Total current liabilities

1,~~107~~106

~~866~~874

Long-term debt

2,~~129~~120

2,~~237~~124

Non-current operating lease liabilities

~~207~~223

~~178~~214

Deferred income taxes

8789

Tax receivable agreement liabilities

~~682~~642

~~706~~680

Other liabilities

3130

2230

Total liabilities

4,~~245~~210

4,~~096~~011

Commitments and contingencies

Class A common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 189,736,004 and 189,815,899 shares issued and outstanding as of November 2, 2025 and February 2, 2025, respectively

Class A common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 187,866,769 and 188,770,435 shares issued and outstanding as of May 3, 2026 and February 1, 2026, respectively

Class B common stock, par value $0.01 per share, 500,000,000 shares authorized, 6,709,636 and 7,936,061 shares issued and outstanding as of November 2, 2025 and February 2, 2025, respectively

—

Class B common stock, par value $0.01 per share, 500,000,000 shares authorized, 6,347,204 and 6,611,263 shares issued and outstanding as of May 3, 2026 and February 1, 2026, respectively

—

Additional paid-in capital

1,~~245~~253

1,~~220~~246

Retained earnings

~~736~~786

~~449~~755

Accumulated other comprehensive (loss) income

(6)

Accumulated other comprehensive (loss)

(1)

(6)

Total stockholders’ equity attributable to Core & Main, Inc.

12,~~977~~040

1,~~698~~997

Non-controlling interests

7874

7677

Total stockholders’ equity

2,~~055~~114

12,~~774~~074

Total liabilities and stockholders’ equity

6,~~300~~324

56,~~870~~085

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Amounts in millions (except share and per share data), unaudited

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

November 2, 2025

October 27, 2024

November 2, 2025

October 27, 2024

May 3, 2026

May 4, 2025

Net sales

~~2,062~~

~~2,038~~

61,~~066~~910

51,~~743~~911

Cost of sales

~~1,501~~

~~1,495~~

41,~~435~~390

41,~~214~~401

Gross profit

~~561~~

~~543~~

~~1,631~~520

~~1,529~~510

Operating expenses:

Selling, general and administrative

~~295~~

~~274~~

~~890~~299

~~799~~293

Depreciation and amortization

~~137~~44

~~135~~46

Total operating expenses

~~341~~

~~320~~

~~1,027~~343

~~934~~339

Operating income

~~220~~

~~223~~

~~604~~177

~~595~~171

Interest expense

9127

~~106~~30

Income before provision for income taxes

~~190~~

~~187~~

~~513~~150

~~489~~141

Provision for income taxes

~~124~~37

~~122~~36

Net income

~~143~~

~~140~~

~~389~~113

~~367~~105

Less: net income attributable to non-controlling interests

185

205

Net income attributable to Core & Main, Inc.

~~137~~

~~133~~

~~371~~108

~~347~~100

Earnings per share (“EPS”)

Basic

~~0.72~~

~~0.69~~

10.9557

10.8153

Diluted

~~0.72~~

~~0.69~~

10.9457

10.7952

Number of shares used in computing EPS

Basic

~~190,214,298~~

~~191,538,672~~

~~189~~188,~~973~~379,~~574~~992

~~192~~189,~~173~~802,~~529~~381

Diluted

~~197,905,484~~

~~201,165,553~~

~~198~~195,~~302~~682,~~805~~551

~~202~~198,~~146~~700,~~712~~476

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Amounts in millions, unaudited

	~~Three Months Ended~~		Three Months Ended		~~Nine Months Ended~~
	November 2, 2025		October 27, 2024		November 2, 2025		October 27, 2024
					May 3, 2026		May 4, 2025
Net income	$	~~143~~	$	~~140~~	$	~~389~~113	$	~~367~~105
Net comprehensive loss, net of tax benefit of $1, $3, $11 and $8, respectively	(5)		(9)		(34)		(24)
Net comprehensive gain (loss), net of tax (expense) benefit of $(2) and $7, respectively					5		(21)
Total comprehensive income	~~138~~		~~131~~		~~355~~118		~~343~~84
Less: comprehensive income attributable to non-controlling interests	6		7		175		194
Total comprehensive income attributable to Core & Main, Inc.	$	~~132~~	$	~~124~~	$	~~338~~113	$	~~324~~80

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Amounts in millions (except share data), unaudited

	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive ~~Income~~ (Loss) Income		Non-ControllingInterests		Total Stockholders’ Equity
Balances at February 2, 2025	189,815,899	$	2	7,936,061	$	—	$	1,220	$	449	$	27	$	76	$	1,774
Balances at February 1, 2026	188,770,435	$	2	6,611,263	$	—	$	1,246	$	755	$	(6)	$	77	$	2,074
Net income	—	—		—	—		—		~~100~~108		—		5		~~105~~113
Equity-based compensation	—	—		—	—		53		—		—		—		53
Net comprehensive loss, net of tax	—	—		—	—		—		—		(20)		(1)		(21)
Net comprehensive income, net of tax	—	—		—	—		—		—		5		—		5
Distributions to non-controlling interest holders	—	—		—	—		—1		—		—		(23)		(2)
Repurchase and Retirement of equity interests	(837,268)	—		—	—		(5)		(34)		—		—		(39)
Repurchase and retirement of equity interests	(1,773,703)	—		—	—		(8)		(77)		—		(3)		(88)
Exchange of Partnership Interests and Class B Shares for Class A Shares	~~279~~256,~~352~~957	—		(~~286~~264,~~571~~059)	—		12		—		—		(12)		—
Establishment/adjustment of deferred tax asset associated with Core & Main investment in Core & Main Holdings, LP	—	—		—	—		4		—		—		—		4
Establishment of Tax receivable agreement liabilities	—	—		—	—		(4)		—		—		—		(4)
Activity under equity-based compensation plans, net of tax withholdings	193,286	—		—	—		(1)		—		—		—		(1)
Balances at May 4, 2025	189,451,269	2		7,649,490	—		1,220		515		7		77		1,821
Net income	—	—		—	—		—		134		—		7		141
Equity-based compensation	—	—		—	—		5		—		—		—		5
Net comprehensive loss, net of tax	—	—		—	—		—		—		(8)		—		(8)
Distributions to non-controlling interest holders	—	—		—	—		—		—		—		(2)		(2)
Repurchase and Retirement of equity interests	(121,835)	—		—	—		(1)		(7)		—		—		(8)
Exchange of Partnership Interests and Class B Shares for Class A Shares	706,438	—		(717,475)	—		6		—		—		(6)		—
Establishment/adjustment of deferred tax asset associated with Core & Main investment in Core & Main Holdings, LP	—	—		—	—		13		—		—		—		13
Establishment of Tax receivable agreement liabilities	—	—		—	—		(11)		—		—		—		(11)
Activity under equity-based compensation plans, net of tax withholdings	456,111	—		—	—		11		—		—		—		11
Balances at August 3, 2025	190,491,983	2		6,932,015	—		1,243		642		(1)		76		1,962
Net income	—	—		—	—		—		137		—		6		143
Equity-based compensation	—	—		—	—		4		—		—		—		4
Net comprehensive loss, net of tax	—	—		—	—		—		—		(5)		—		(5)
Distributions to non-controlling interest holders	—	—		—	—		—		—		—		(1)		(1)
Repurchase and Retirement of equity interests	(990,136)	—		—	—		(7)		(43)		—		—		(50)
Exchange of Partnership Interests and Class B Shares for Class A Shares	208,027	—		(222,379)	—		3		—		—		(3)		—
Establishment/adjustment of deferred tax asset associated with Core & Main investment in Core & Main Holdings, LP	—	—		—	—		3		—		—		—		3
Establishment of Tax receivable agreement liabilities	—	—		—	—		(2)		—		—		—		(2)
Establishment of tax receivable agreement liabilities	—	—		—	—		(3)		—		—		—		(3)
Activity under equity-based compensation plans, net of tax withholdings	26613,~~130~~080	—		—	—		19		—		—		—		19
Balances at November 2, 2025	189,736,004	$	2	6,709,636	$	—	$	1,245	$	736	$	(6)	$	78	$	2,055
Balances at May 3, 2026	187,866,769	$	2	6,347,204	$	—	$	1,253	$	786	$	(1)	$	74	$	2,114


	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Non-Controlling Interests		Total Stockholders’ Equity
Balances at February 2, 2025	189,815,899	$	2	7,936,061	$	—	$	1,220	$	449	$	27	$	76	$	1,774
Net income	—	—		—	—		—		100		—		5		105
Equity-based compensation	—	—		—	—		5		—		—		—		5
Net comprehensive loss, net of tax	—	—		—	—		—		—		(20)		(1)		(21)
Distributions to non-controlling interest holders	—	—		—	—		—		—		—		(2)		(2)
Repurchase and retirement of equity interests	(837,268)	—		—	—		(5)		(34)		—		—		(39)
Exchange of Partnership Interests and Class B Shares for Class A Shares	279,352	—		(286,571)	—		1		—		—		(1)		—
Establishment/adjustment of deferred tax asset associated with Core & Main investment in Core & Main Holdings, LP	—	—		—	—		4		—		—		—		4
Establishment of tax receivable agreement liabilities	—	—		—	—		(4)		—		—		—		(4)
Activity under equity-based compensation plans, net of tax withholdings	193,286	—		—	—		(1)		—		—		—		(1)
Balances at May 4, 2025	189,451,269	$	2	7,649,490	$	—	$	1,220	$	515	$	7	$	77	$	1,821

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Non-ControllingInterests		Total Stockholders’ Equity
Balances at January 28, 2024	191,663,608	$	2	9,630,186	$	—	$	1,214	$	189	$	46	$	73	$	1,524
Net income	—	—		—	—		—		95		—		6		101
Equity-based compensation	—	—		—	—		3		—		—		—		3
Net comprehensive gain, net of tax	—	—		—	—		—		—		17		1		18
Distributions to non-controlling interest holders	—	—		—	—		(2)		—		—		(2)		(4)
Exchange of Partnership Interests and Class B Shares for Class A Shares	812,612	—		(816,654)	—		4		—		—		(4)		—
Establishment/adjustment of deferred tax asset associated with Core & Main investment in Core & Main Holdings, LP	—	—		—	—		13		—		—		—		13
Establishment of Tax receivable agreement liabilities	—	—		—	—		(10)		—		—		—		(10)
Activity under equity-based compensation plans, net of tax withholdings	158,097	—		—	—		(1)		—		—		—		(1)
Balances at April 28, 2024	192,634,317	2		8,813,532	—		1,221		284		63		74		1,644
Net income	—	—		—	—		—		119		—		7		126
Equity-based compensation	—	—		—	—		4		—		—		—		4
Net comprehensive loss, net of tax	—	—		—	—		—		—		(31)		(2)		(33)
Distributions to non-controlling interest holders	—	—		—	—		(1)		—		—		(1)		(2)
Repurchase and Retirement of equity interests	(429,996)	—		—	—		(3)		(18)		—		—		(21)
Exchange of Partnership Interests and Class B Shares for Class A Shares	326,889	—		(329,823)	—		2		—		—		(2)		—
Establishment/adjustment of deferred tax asset associated with Core & Main investment in Core & Main Holdings, LP	—	—		—	—		5		—		—		—		5
Establishment of Tax receivable agreement liabilities	—	—		—	—		(4)		—		—		—		(4)
Activity under equity-based compensation plans, net of tax withholdings	111,479	—		—	—		1		—		—		—		1
Balances at July 28, 2024	192,642,689	2		8,483,709	—		1,225		385		32		76		1,720
Net income	—	—		—	—		—		133		—		7		140
Equity-based compensation	—	—		—	—		4		—		—		—		4
Net comprehensive loss, net of tax	—	—		—	—		—		—		(9)		—		(9)
Distributions to non-controlling interest holders	—	—		—	—		—		—		—		(1)		(1)
Repurchase and Retirement of equity interests	(2,460,487)	—		—	—		(12)		(85)		—		(3)		(100)
Establishment/adjustment of deferred tax asset associated with Core & Main investment in Core & Main Holdings, LP	—	—		—	—		(3)		—		—		—		(3)
Establishment of Tax receivable agreement liabilities	—	—		—	—		(1)		—		—		—		(1)
Activity under equity-based compensation plans, net of tax withholdings	7,232	—		—	—		—		—		—		—		—
Balances at October 27, 2024	190,189,434	$	2	8,483,709	$	—	$	1,213	$	433	$	23	$	79	$	1,750

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in millions, unaudited

	Nine Months Ended
	Three Months Ended
	November 2, 2025		October 27, 2024
	May 3, 2026		May 4, 2025
Cash Flows From Operating Activities:
Net income	$	~~389~~113	$	~~367~~105
Adjustments to reconcile net cash from operating activities:
Depreciation and amortization	~~144~~47		~~144~~48
Equity-based compensation expense	143		115
Deferred income tax expense	206		93
Other	102		104
Changes in assets and liabilities:
(Increase) decrease in receivables	(~~277~~213)		(~~316~~257)
(Increase) decrease in inventories	(~~106~~119)		(77163)
(Increase) decrease in other assets	(21)		(85)
Increase (decrease) in accounts payable	~~169~~301		~~235~~361
Increase (decrease) in accrued liabilities	21(57)		11(24)
Net cash provided by operating activities	~~382~~82		~~386~~77
Cash Flows From Investing Activities:
Capital expenditures	(3114)		(2413)
Acquisitions of businesses, net of cash acquired	(32)		(722)
Other	(7)		(3)
Other	(8)		(11)
Net cash used in investing activities	(21)		(16)
Net cash used in investing activities	(71)		(757)
Cash Flows From Financing Activities:
Repurchase and retirement of equity interests	(9788)		(~~121~~39)
Distributions to non-controlling interest holders	(52)		(92)
Payments pursuant to Tax Receivable Agreements	(1842)		(1118)
Borrowings on asset-based revolving credit facility	~~150~~—		~~715~~100
Repayments on asset-based revolving credit facility	~~(243)~~—		(~~910~~93)
Issuance of long-term debt	—		750
Repayments of long-term debt	(6)		(6)
Repayments of long-term debt	(18)		(17)
Debt issuance costs	(2)		—
Debt issuance costs	—		(14)
Other	9		(3)
Other	1		(3)
Net cash used in financing activities	(131)		(61)
Net cash (used in) provided by financing activities	(230)		380
Decrease in cash and cash equivalents	(70)		—
Increase in cash and cash equivalents	81		9
Cash and cash equivalents at the beginning of the period	220		8
Cash and cash equivalents at the beginning of the period	8		1
Cash and cash equivalents at the end of the period	$	150	$	8
Cash and cash equivalents at the end of the period	$	89	$	10
Cash paid for interest (excluding effects of interest rate swap)	$	41	$	14
Cash paid for interest (excluding effects of interest rate swap)	$	109	$	141
Cash paid for income taxes	29		29
Cash paid for income taxes	72		107

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

109

CORE & MAIN, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Dollars in millions, except as noted, unaudited

1) BASIS OF PRESENTATION & DESCRIPTION OF BUSINESS

Business and Organization

Core & Main, Inc. (“Core & Main” and collectively with its subsidiaries, the “Company”) is a leading specialty distributor dedicated to advancing reliable infrastructure with local service, nationwide. With a focus on water, wastewater, storm drainage and fire protection products, and related services, the Company provides solutions to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets. The Company’s specialty products and services are used in the maintenance, repair, replacement, and construction of water and fire protection infrastructure. The Company reaches customers through a network of ~~approximately~~over 370 branches across 49the United States (“U.S.”) ~~states~~and Canada. The Company’s products include pipes, valves, fittings, storm drainage products, fire protection products, ~~meter~~smart utility products and other products. The Company has complemented its core products through additional offerings, including smart meter systems, fusible high-density polyethylene (“fusible HDPE”) piping solutions, specifically engineered treatment plant products and geosynthetics and erosion control products. The Company’s services and capabilities allow for integration with customers and form part of their sourcing and procurement function. Substantially all of the Company’s long-lived assets are located within the U.S.

Core & Main is a holding company that indirectly owns Core & Main LP through its ownership interest in Core & Main Holdings, LP (“Holdings”). Core & Main’s primary material assets are its direct and indirect ownership interest in Holdings and deferred tax assets associated with such ownership.

Repurchase Program

OnThe ~~June 12, 2024, the~~ Company’s ~~board~~is ~~of directors~~ authorized ~~a share repurchase program (the “Repurchase Program”), pursuant~~ to ~~which the Company may~~ purchase up to $~~500~~1 ~~million~~billion of the Company’s Class A common stock under a share repurchase program (the “Repurchase Program”). Shares repurchased under the Repurchase Program are retired immediately and are accounted for as a decrease to stockholders’ equity. For the ~~nine~~three months ended ~~November~~May 23, ~~2025~~2026, the Company repurchased 1,~~949~~773,~~239~~703 shares of Class A common stock for a total of $9788 million through open market transactions. For the ~~nine~~three months ended ~~October~~May 274, ~~2024~~2025, the Company repurchased 2837,~~890,483~~268 shares of Class A common stock for a total of $~~121~~39 million through open market transactions. As of ~~November~~May 23, ~~2025~~2026, $~~227~~581 million of the authorized amount remained available for use under the Repurchase Program.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements present the results of operations, financial position and cash flows of Core & Main and its subsidiaries, which includes the consolidated financial statements of Holdings and its consolidated subsidiary, Core & Main LP, as the legal entity that conducts the operations of the Company. All intercompany balances and transactions have been eliminated in consolidation. The limited partner interests of Holdings (“Partnership Interests”) not held by Core & Main are reflected as non-controlling interests in the consolidated financial statements.

In management’s opinion, the unaudited condensed consolidated financial information for the interim periods presented include all normal recurring adjustments necessary for a fair statement of the Company's results of operations, financial position and cash flows, which include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim unaudited condensed consolidated financial statements may not be the same as those for the full year. The February 21, ~~2025~~2026 condensed consolidated Balance Sheet was derived from audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the fiscal year ended February 21, ~~2025~~2026 included in our Annual Report on Form 10-K for the fiscal year ended February 21, ~~2025~~2026 (the “~~2024~~2025 Annual Report on Form 10-K”).

1110

Segments

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM manages the business as a single operating and reportable segment. The Company operates ~~approximately~~over 370 branch locations primarily across the U.S. The nature of the products and services, suppliers, customers and distribution methods are similar across branches. The consolidated performance of the Company is utilized to determine incentive compensation for executive officers, annual merit decisions, management of national supplier relationships, allocation of resources and in evaluating acquisitions and the Company’s capital structure. Performance is most notably measured by the CODM based on net sales and net income at the consolidated level, as reported in the consolidated statement of operations. Significant expenses within net income include cost of sales and selling, general and administrative expense, which are each separately presented in the consolidated statement of operations. Other segment items within net income include depreciation and amortization expense, interest expense and income tax expense.

Fiscal Year

The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31st. Quarters within the fiscal year include 13-week periods, unless a fiscal year includes a 53rd week, in which case the fourth quarter of the fiscal year will be a 14-week period. Each of the three months ended ~~November~~May 23, ~~2025~~2026 and three months ended ~~October~~May 274, ~~2024~~2025 included 13 weeks ~~and each of the nine months ended November 2, 2025 and nine months ended October 27, 2024 included 39 weeks~~. The current fiscal year ending ~~February~~January 131, ~~2026~~2027 (“fiscal ~~2025~~2026”) will include 52 weeks.

Estimates

Management has made a number of estimates and assumptions relating to the reporting of certain assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses in preparing the elements of these financial statements in conformity with U.S. GAAP. Actual results could differ from these estimates.

Accounting Policies

The Company’s significant accounting policies are discussed in Note 2 to the audited consolidated financial statements in our ~~2024~~2025 Annual Report on Form 10-K. There have been no significant changes to these policies which have had a material impact on the Company’s unaudited condensed consolidated financial statements and related notes during the three ~~and nine~~ months ended ~~November~~May 23, ~~2025~~2026.

2) RECENT ACCOUNTING PRONOUNCEMENTS

Disaggregation of Income ~~Tax~~Statement ~~Disclosures~~Expenses - In ~~December~~November ~~2023~~2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. ~~2023~~2024-0903, “~~Income~~Disaggregation ~~Taxes~~of ~~(Topic 740): Improvements to~~ Income ~~Tax~~Statement ~~Disclosures~~Expenses” (“ASU ~~2023~~2024-0903”). The new guidance requires, onadditional ~~an annual basis,~~ disclosure ofrelated ~~specific~~to ~~categories in~~ the ~~rate~~disaggregation ~~reconciliation and disclosure~~ of income ~~taxes~~statement ~~paid~~expense ~~disaggregated by jurisdiction~~categories. ASU ~~2023~~2024-0903 is effective for annual periods beginning after December 15, ~~2024~~2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of ASU ~~2023~~2024-0903 is expected to result in additional disclosures, ~~but~~and ~~not~~the ~~have~~Company ais ~~material~~currently ~~impact~~evaluating the effect this standard will have on the consolidated financial statements.

Disaggregation of Income Statement Expenses - In November 2024, the FASB issued ASU No. 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”). The new guidance requires additional disclosure related to the disaggregation of income statement expense categories. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2024-03 is expected to result in additional disclosures and the Company is currently evaluating the effect this standard will have on the consolidated financial statements.

Targeted Improvements to the Accounting for Internal-Use Software - In September 2025, the FASB issued ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). The new guidance revises the criteria as to when an entity is required to start capitalizing software costs and requires an entity to evaluate whether the probable-to-completion recognition threshold has been met. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect this standard will have on the consolidated financial statements and related disclosures.

1211

3) REVENUE

Disaggregation of Revenue

The following table represents net sales disaggregated by product category:

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

Product Category

~~November 2, 2025~~

~~October 27, 2024~~

~~November~~May 23, ~~2025~~2026

~~October~~May 274, ~~2024~~2025

Pipes, valves & fittings products

~~1,382~~

~~1,386~~

41,~~109~~274

31,~~884~~297

Storm drainage products

~~333~~

~~327~~

~~963~~278

~~886~~295

Fire protection products

~~152~~

~~145~~

~~459~~178

~~455~~152

Meter products

195

180

535

518

Smart utility products

180

167

Total net sales

~~2,062~~

~~2,038~~

61,~~066~~910

51,~~743~~911

4) ACQUISITIONS

The Company ~~completed~~did ~~various~~not complete any acquisitions during the ~~nine~~three months ended ~~November~~May 23, ~~2025~~2026 (or the ~~“Fiscal~~three months ended May 4, 2025. ~~Acquisition”)~~Below ~~and~~is a summary of the ~~nine~~acquisitions ~~months~~that closed during the fiscal year ended ~~October~~February 271, ~~2024~~2026 (the "“Fiscal ~~2024~~2025 Acquisitions"”) with an aggregate transaction value of $4976 million ~~and $748 million~~, subject to working capital adjustments, respectively. The transaction value for the Fiscal 2025 Acquisition consists of $31 million of initial cash consideration and contingent consideration of up to $18 million based upon financial performance after closing. These transactions were funded with cash and borrowings under the Senior Term Loan Credit Facility (as defined in Note 6).

Fiscal 2025 ~~Acquisition~~Acquisitions

•On January 26, 2026, the Company acquired all of the outstanding shares of Pioneer Supply LLC (“Pioneer Supply”). Pioneer Supply has two locations and is a distributor of water and wastewater products.

•On September 30, 2025, the Company acquired certain assets and assumed certain liabilities of Canada Waterworks Inc. and Canada Waterworks Ottawa Inc. (collectively, “Canada Waterworks”). Canada Waterworks has three locations and is a Canadian distributor of water and wastewater products.

The following table represents the preliminary allocation of the transaction price to the fair value of identifiable assets acquired and liabilities assumed in the Fiscal ~~2024~~2025 Acquisitions. The allocations are preliminary for items including review of working capital balances.

•On September 16, 2024, the Company acquired certain assets and assumed certain liabilities of Green Equipment Company (“Green Equipment”). Green Equipment has one location and is a provider of underground utility protection equipment.


	Fiscal 2025 Acquisitions
Cash	$	—
Receivables	22
Inventories	14
Intangible assets	25
Goodwill	24
Property, plant and equipment	1
Operating lease right-of-use assets	2
Other assets, current and non-current	1
Total assets acquired	89
Accounts payable	10


Operating lease liabilities, current and non-current	2
Deferred consideration	14
Other liabilities, current and non-current	1
Net assets acquired	$	62

•On September 9, 2024, the Company acquired certain assets and assumed certain liabilities of GroGreen Solutions Georgia, LLC (“GroGreen”). GroGreen has four locations and is a provider of erosion control products.12

•On August 12, 2024, the Company acquired certain assets and assumed certain liabilities of HM Pipe Products LP and HM Pipe Products Kitchner LP (collectively, “HM Pipe Products”). HM Pipe Products has two locations and is a Canadian distributor of water and wastewater products.

•On May 6, 2024, the Company acquired certain assets and assumed certain liabilities of Geothermal Supply Company Inc. (“GSC”). GSC has one location and is a distributor and fabricator of fusible HDPE pipe and other related products, primarily serving the geothermal, water and sewer industries.

•On April 30, 2024, the Company acquired certain assets and assumed certain liabilities of EGW Utilities Inc. (“EGW”). EGW has one location and is a provider of underground utility infrastructure products and services.

•On April 1, 2024, the Company acquired all of the outstanding shares of NW Geosynthetics Inc. (“ACF West”). ACF West has six locations and is a distributor of geosynthetic materials and provider of soil stabilization solutions.

•On March 7, 2024, the Company acquired all of the membership interests of DKC Group Holdings, LLC, and associated entities (collectively, “Dana Kepner”). Dana Kepner has twenty-one locations and is a distributor of water, wastewater, storm drainage, and geotextile products, along with specialty tools and accessories.

•On February 12, 2024, the Company acquired certain assets and assumed certain liabilities of Eastern Supply Inc. and a related entity (collectively, “Eastern Supply”). Eastern Supply has two locations and is a distributor of a broad range of storm drainage products, with custom fabrication capabilities.

The following table represents the preliminary allocation of the transaction price to the fair value of identifiable assets acquired and liabilities assumed in the Fiscal 2025 Acquisition and final allocation of the transaction price to the fair value of identifiable assets acquired and liabilities assumed in the Fiscal 2024 Acquisitions. The allocations are preliminary for items including review of working capital balances and the completion of intangible asset valuations.

	Fiscal 2025 Acquisition		Fiscal 2024 Acquisitions (1)
Cash	$	—	$	31
Receivables	9		94
Inventories	6		111
Intangible assets	14		277
Goodwill	20		325
Property, plant and equipment	1		16
Operating lease right-of-use assets	1		22
Other assets, current and non-current	—		2
Total assets acquired	51		878
Accounts payable	3		42
Deferred income taxes	—		41
Contingent consideration	14		5
Operating lease liabilities, current and non-current	1		22
Deferred consideration	—		8
Other liabilities, current and non-current	—		7
Net assets acquired	$	33	$	753

(1) Amounts include the purchase price allocation of Dana Kepner net assets of $263 million to goodwill, $184 million to intangible assets, $89 million to net working capital, $29 million to cash and $8 million to fixed assets. Additionally, includes a deferred income tax liability of $36 million for the Dana Kepner acquisition.

The Canada Waterworks acquisition includes a contingent consideration arrangement of up to $18 million that will be paid by the Company to the Canada Waterworks sellers, based upon certain future Adjusted EBITDA targets over a two-year period. The range of the undiscounted amounts the Company could pay under the contingent consideration agreement is between zero and $18 million. The fair value of the contingent consideration recognized on the acquisition date of $14 million was estimated by utilizing a weighted probability assessment of the potential outcomes (a level 3 fair value measurement based on unobservable inputs).

~~The~~In ~~net~~the ~~outflow~~above transactions, to the extent applicable, the excess of ~~cash~~purchase price over net tangible and intangible assets acquired resulted in ~~respect~~goodwill, ofwhich represents the ~~purchase~~assembled workforce and anticipated long-term growth in new markets, customers and products. Goodwill of ~~businesses~~$24 million associated with the Fiscal 2025 Acquisitions is asfully ~~follows:~~deductible by the Company for U.S. income tax purposes.

	Fiscal 2025 Acquisition		Fiscal 2024 Acquisitions
Net assets acquired	$	33	$	753
Less: Cash acquired in acquisition	—		(31)
Plus: Contingent consideration	14		—
Total consideration	47		722
Less: Contingent consideration	$	(14)	—
Total consideration, net of cash; investing cash outflow	$	33	$	722

In the above transactions, to the extent applicable, the excess of purchase price over net tangible and intangible assets acquired resulted in goodwill, which represents the assembled workforce and anticipated long-term growth in new markets, customers and products. Goodwill of $20 million and $239 million associated with the Fiscal 2025 Acquisition and Fiscal 2024 Acquisitions, respectively, are fully deductible by the Company for U.S. income tax purposes.

Intangible Assets

For the Fiscal 2025 ~~Acquisition and the Fiscal 2024~~ Acquisitions, the intangible assets acquired consisted of customer relationships and other intangible assets.

14The customer relationship intangible assets represent the value associated with those customer relationships in place at the date of each transaction included in the Fiscal 2025 Acquisitions. The Company valued the customer relationships using an excess earnings method including various inputs such as customer attrition rate, revenue growth rate, gross margin percentage and discount rate. Cash flows associated with the existing relationships are expected to diminish over time due to customer turnover. The Company reflected this expected diminishing cash flow through the utilization of an annual customer attrition rate assumption and in its method of amortization.

The customer relationship intangible assets represent the value associated with those customer relationships in place at the date of each transaction included in the Fiscal 2025 Acquisition and Fiscal 2024 Acquisitions. The Company valued the customer relationships using an excess earnings method including various inputs such as customer attrition rate, revenue growth rate, gross margin percentage and discount rate. Cash flows associated with the existing relationships are expected to diminish over time due to customer turnover. The Company reflected this expected diminishing cash flow through the utilization of an annual customer attrition rate assumption and in its method of amortization.

The other intangible assets primarily consist of trademark intangible assets that represent the value associated with the brand names in place at the date of the applicable closing.

A summary of the intangible asset acquired and assumptions utilized in the valuation for the Fiscal 2025 Acquisitions is as follows:

	Intangible Asset Amount		Weighted Average Amortization Period	Weighted Average Discount Rate		Weighted Average Attrition Rate
Customer Relationships
Fiscal 2025 Acquisition	$	12	10 years	14.3	%	10.0	%
Fiscal 2025 Acquisitions	$	23	10 years	14.8	%	12.4	%
Fiscal 2024 Acquisitions (1)	272		10 years	13.5	%	12.4	%
Other Intangible Assets
Fiscal 2025 Acquisition	$	2	7 years	14.3	%	N/A
Fiscal 2025 Acquisitions	$	2	7 years	14.3	%	N/A
Fiscal 2024 Acquisitions	5		5 years	13.6	%	N/A

(1) Customer relationships acquired and assumptions utilized in the valuation for the Dana Kepner acquisition were as follows: $181 million customer relationship intangible asset, 10 years amortization period, 13~~.0% discount rate and 12.5% attrition rate.~~

Pro Forma Financial Information

The following pro forma information presents a summary of the results of operations for the periods indicated as if the Dana Kepner acquisition had been completed as of January 30, 2023. The pro forma financial information is based on the historical financial information for the Company and Dana Kepner, along with certain pro forma adjustments. These pro forma adjustments consist primarily of:

•increased amortization and depreciation expense related to the intangible assets and fixed assets acquired, respectively, in the Dana Kepner acquisition;

•increased interest expense to reflect the borrowings under the Senior Term Loan Credit Facility including the interest and amortization of deferred financing costs;

•reclassification of direct acquisition transaction costs, retention bonuses and inventory fair value adjustments from the period incurred to periods these expenses would have been recognized given the assumed transaction date identified above; and

•the related income tax effects of the aforementioned adjustments to the provision for income taxes for Core & Main.

The following pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the Dana Kepner acquisition occurred on the assumed date, nor is it necessarily an indication of future operating results. In addition, the pro forma information does not reflect the cost of any integration activities, benefits from any synergies that may be derived from the Dana Kepner acquisition or revenue growth that may be anticipated.

	Nine Months Ended
	October 27, 2024
Net sales	$	5,772
Net income	368

As a result of integration of the Dana Kepner acquisition with existing operations of the Company it is impracticable to identify the discrete financial performance associated with the Dana Kepner acquisition. As such, the Company has not presented the post-acquisition net sales and net income for the Dana Kepner acquisition.

5) GOODWILL AND INTANGIBLE ASSETS

Goodwill

The carrying amount of the Company’s goodwill included in its Balance Sheets is as follows:

	November 2, 2025		February 2, 2025
	May 3, 2026		February 1, 2026
Gross Goodwill	$	1,~~918~~921	$	1,~~898~~920
Accumulated Impairment	—		—
Net Goodwill	$	1,~~918~~921	$	1,~~898~~920

The changes in the carrying amount of goodwill are as follows:

	Nine Months Ended
	Three Months Ended
	November 2, 2025
	May 3, 2026
Beginning Balance	$	1,~~898~~920
Goodwill acquired	20
Foreign currency translation and other	1
Ending Balance	$	1,~~918~~921

Goodwill acquired during the nine months ended November 2, 2025 was primarily related to the Fiscal 2025 Acquisition, as further described in Note 4.

Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Company does not amortize goodwill but does assess the recoverability of goodwill on an annual basis during the fourth quarter. If an event occurs or circumstances change that would “more likely than not” reduce the fair value of a reporting unit below its carrying value, an interim impairment test would be performed between annual tests.

Intangible Assets

The Company’s intangible assets included in its Balance Sheets consist of the following:

	November 2, 2025						February 2, 2025
	May 3, 2026						February 1, 2026
	Gross Intangible		Accumulated Amortization		Net Intangible		Gross Intangible		Accumulated Amortization		Net Intangible
Customer relationships	$	1,~~788~~796	$	~~978~~1,049	$	~~810~~747	$	1,~~775~~796	$	~~868~~1,014	$	~~907~~782
Internal use software	3240		—		3240		2336		—		2336
Other intangible assets	12		78		54		1012		57		5
Total	$	1,~~832~~848	$	~~985~~1,057	$	~~847~~791	$	1,~~808~~844	$	~~873~~1,021	$	~~935~~823

Amortization expense related to intangible assets was as follows:

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

November 2, 2025

October 27, 2024

November 2, 2025

October 27, 2024

May 3, 2026

May 4, 2025

Amortization expense

~~112~~36

~~112~~37

The estimated aggregate amortization expense on intangible assets owned by the Company for the remainder of fiscal ~~2025~~2026 and the next four full fiscal years is expected to be as follows:

Fiscal 2025	$	37
Fiscal 2026	$	105
Fiscal 2026	140
Fiscal 2027	132
Fiscal 2027	131
Fiscal 2028	123
Fiscal 2028	122
Fiscal 2029	109
Fiscal 2029	108
Fiscal 2030	97

1614

6) DEBT

Debt consisted of the following:

	November 2, 2025				February 2, 2025
	May 3, 2026				February 1, 2026
	Principal		Unamortized Discount and Debt Issuance Costs		Principal		Unamortized Discount and Debt Issuance Costs
Current maturities of long-term debt:
Senior Term Loan due July 2028	$	15	$	—	$	15	$	—
Senior Term Loan due February 2031	9		—		9		—
	24		—		24		—
Long-term debt:
Senior ABL Credit Facility due February 2029	—		—		93		—
Senior ABL Credit Facility due April 2031	—		—		—		—
Senior Term Loan due July 2028	1,~~222~~215		108		1,~~233~~218		129
Senior Term Loan due February 2031	~~926~~921		98		~~933~~924		109
	2,148		19		2,259		22
	2,136		16		2,142		18
Total	$	2,~~172~~160	$	1916	$	2,~~283~~166	$	2218

The Company’s debt obligations as of ~~November~~May 23, ~~2025~~2026 include the following debt agreements:

Senior Term Loan Credit Facility

Core & Main LP has entered into a Senior Term Loan Credit Facility (as defined herein) under which it can incur tranches of indebtedness. Pursuant to the Senior Term Loan Credit Facility, Core & Main LP entered into a $1,500 million senior term loan (the “2028 Senior Term Loan”), which matures on July 27, 2028. The 2028 Senior Term Loan requires quarterly principal payments on the last business day of each fiscal quarter in an amount equal to approximately 0.25% of the original principal amount. The remaining balance is payable upon final maturity of the 2028 Senior Term Loan on July 27, 2028. The 2028 Senior Term Loan bears interest at a rate equal to (i) term secured overnight financing rate (“Term SOFR”) plus, in each case, an effective applicable margin of 2.00% or (ii) the base rate, which will be the highest of (x) the corporate base rate established by the administrative agent as its prime rate in effect at its principal office in New York City from time to time, (y) the overnight federal funds rate plus 0.50% per annum and (z) one-month Term SOFR (adjusted for maximum reserves) plus 1.00% per annum, plus, in each case, an applicable margin of 1.5000%. The 2028 Senior Term Loan is subject to a Term SOFR “floor” of 0.00%. The weighted average interest rate, excluding the effect of the interest rate swap, of Core & Main LP’s outstanding borrowings under the 2028 Senior Term Loan as of ~~November~~May 23, ~~2025~~2026 was 5.9965%. See further discussion of the interest rate swap below. Based on quotes from financial institutions (i.e., level 2 of the fair value hierarchy), the fair value of the 2028 Senior Term Loan was $1,~~237~~231 million as of ~~November~~May 23, ~~2025~~2026.

Pursuant to the Senior Term Loan Credit Facility, Core & Main LP also entered into an additional $944 million senior term loan (the “2031 Senior Term Loan” and, together with the 2028 Senior Term Loan, the “Senior Term Loan Credit Facility”), which matures on February 9, 2031. The 2031 Senior Term Loan requires quarterly principal payments, payable on the last business day of each fiscal quarter, in an amount equal to approximately 0.25% of the principal amount of the 2031 Senior Term Loan. The remaining balance is payable upon final maturity of the 2031 Senior Term Loan on February 9, 2031. The 2031 Senior Term Loan bears interest at a rate equal to (i) Term SOFR plus, in each case, an applicable margin of 2.00% or (ii) anthe ~~alternate~~base rate, which will be the highest of (x) the corporate base rate established by the administrative agent as its prime rate in effect at its principal office in New York City from time to time, (y) the overnight federal funds rate plus 0.50% per annum and (z) one-month Term SOFR (adjusted for maximum reserves) plus 1.00% per annum, plus, in each case an applicable margin of 1.00%. The 2031 Senior Term Loan is subject to a Term SOFR “floor” of 0.00%. The weighted average interest rate, excluding the effect of the interest rate swap, of Core & Main LP’s outstanding borrowings under the 2031 Senior Term Loan as of ~~November~~May 23, ~~2025~~2026 was 5.9965%. See further discussion of the interest rate swap below. Based on quotes from financial institutions (i.e., level 2 of the fair value hierarchy), the fair value of the 2031 Senior Term Loan was $~~935~~933 million as of ~~November~~May 23, ~~2025~~2026.

Asset-Based Credit Facility

On April 9, 2026, Core & Main LP ~~has~~amended athe terms of the credit agreement governing its senior asset-based revolving credit facility ~~with~~(as aamended, ~~borrowing~~the ~~capacity~~“Senior ofABL upCredit toFacility) ~~$1,250~~in ~~million,~~order ~~subject~~ to, ~~borrowing~~among ~~base~~other ~~availability~~things, ~~with~~extend athe maturity ~~date~~from of February 9, 2029 ~~(the~~to “April 9, 2031. The Senior ABL Credit Facility”) has a borrowing capacity of up to $1,250 million, subject to borrowing base availability. Borrowings under the Senior ABL Credit Facility bear interest at either a Term SOFR rate plus an applicable margin ranging from 1.25% to 1.7550%, or an alternate base rate plus an applicable margin ranging from 0.25% to 0.7550%, depending on the borrowing capacity under the Senior ABL Credit Facility. Additionally, Core & Main LP pays a fee of 0.25% on unfunded commitments under the Senior ABL Credit Facility. As of ~~November~~May 23, ~~2025~~2026 ~~there were no amounts outstanding~~ and ~~as of~~ February 21, ~~2025~~2026 there ~~was~~were ~~$93~~no ~~million of~~ outstanding borrowings under the Senior ABL Credit Facility.

17The aforementioned debt agreements include customary affirmative and negative covenants, which include, among other things, restrictions on Core & Main LP’s ability to make distributions, pay dividends, create liens, incur additional indebtedness, make investments, dispose of assets and merge or consolidate with any other person. The Senior Term Loan Credit Facility may require accelerated repayment based upon cash flows generated in excess of operating and investing requirements when the Consolidated Secured Leverage Ratio (as defined in the agreement governing the Senior Term Loan Credit Facility) is greater than or equal to 3.25. In addition, the Senior ABL Credit Facility requires Core & Main LP to comply with a consolidated fixed charge coverage ratio of greater than or equal to 1.00 when availability under the Senior ABL Credit Facility is less than 10.0% of the lesser of (i) the then applicable borrowing base or (ii) the then aggregate effective commitments. The Company was in compliance with all debt covenants as of May 3, 2026.

The aforementioned debt agreements include customary affirmative and negative covenants, which include, among other things, restrictions on Core & Main LP’s ability to make distributions, pay dividends, create liens, incur additional indebtedness, make investments, dispose of assets and merge or consolidate with any other person. The Senior Term Loan Credit Facility may require accelerated repayment based upon cash flows generated in excess of operating and investing requirements when the Consolidated Secured Leverage Ratio (as defined in the agreement governing the Senior Term Loan Credit Facility) is greater than or equal to 3.25. In addition, the Senior ABL Credit Facility requires Core & Main LP to comply with a consolidated fixed charge coverage ratio of greater than or equal to 1.00 when availability under the Senior ABL Credit Facility is less than 10.0% of the lesser of (i) the then applicable borrowing base or (ii) the then aggregate effective commitments. The Company was in compliance with all debt covenants as of November 2, 2025.

Substantially all of Core & Main LP’s assets are pledged as collateral for the Senior Term Loan Credit Facility and the Senior ABL Credit Facility.

The aggregate amount of debt payments for the remainder of fiscal ~~2025~~2026 and the next four full fiscal years are as follows:

Fiscal 2025	$	6
Fiscal 2026	$	18
Fiscal 2026	24
Fiscal 2027	24
Fiscal 2028	1,212
Fiscal 2029	9
Fiscal 2030	9

Interest Rate Swaps

Core & Main LP entered into an instrument in which it makes payments to a third party based upon a fixed interest rate of 0.693% and receives payments based upon the one-month Term SOFR rate. The interest rate swap has a notional amount of $700 million as of ~~November~~May 23, ~~2025~~2026 through the instrument maturity on July 27, 2026. This instrument is intended to reduce the Company's exposure to variable interest rates under the Senior Term Loan Credit Facility. As of ~~November~~May 23, ~~2025~~2026, this instrument resulted in an effective fixed rate of 2.693%, based upon the 0.693% fixed rate plus an effective applicable margin of 2.00%.

Core & Main LP entered into an additional instrument pursuant to which it will make payments to a third party based upon a fixed interest rate of 3.913% and receive payments based upon the one-month Term SOFR rate. The interest rate swap has a starting notional amount of $750 million that increases to $1,500 million on July 27, 2026 through the instrument maturity on July 27, 2028. The instrument is intended to reduce the Company’s exposure to variable interest rates under the Senior Term Loan Credit Facility. As of ~~November~~May 23, ~~2025~~2026, this instrument resulted in an effective fixed rate of 5.913%, based upon the 3.913% fixed rate plus an effective applicable margin of 2.00%.

The fair value of these cash flow interest rate swaps was a $165 million asset and a $227 million liability, respectively, as of ~~November~~May 23, ~~2025~~2026, which is included within prepaid expenses and other current assets and other current liabilities, respectively, in the Balance Sheet. The aggregate fair value of these cash flow interest rate swaps was a $4010 million asset and a $20 million liability, respectively, as of February 21, ~~2025~~2026, which is included within prepaid expenses and other current assets and other current liabilities, respectively, in the Balance Sheet.

	Three Months Ended				Nine Months Ended
Accumulated Other Comprehensive (Loss) Income	November 2, 2025		October 27, 2024		November 2, 2025		October 27, 2024
Beginning of period balance	$	(1)	$	33	$	30	$	48
Measurement adjustment gain (loss) for interest rate swap	2		(1)		(23)		5
Reclassification of (income) to interest expense	(7)		(11)		(23)		(37)
Tax benefit (expense) on interest rate swap adjustments
Measurement adjustment gain (loss) for interest rate swap	(1)		—		5		(1)
Reclassification of (income) to interest expense	2		3		6		9
End of period balance	$	(5)	$	24	$	(5)	$	24


	Three Months Ended
Accumulated Other Comprehensive (Loss) Income		May 3, 2026		May 4, 2025
Beginning of period balance		$	(7)	$	30
Measurement adjustment gain (loss) for interest rate swap		12		(22)
Reclassification of income to interest expense		(5)		(8)
Tax (expense) benefit on interest rate swap adjustments
Measurement adjustment gain (loss) for interest rate swap		(3)		5
Reclassification of income to interest expense		1		2
End of period balance		$	(2)	$	7

The cash flows related to settlement of the interest rate swaps are classified in the consolidated statements of cash flows based on the nature of the underlying hedged items. Fair value is based upon the present value of future cash flows under the terms of the contract and observable market inputs (level 2). Significant inputs used in determining fair value include forward-looking one-month Term SOFR rates and the discount rate applied to projected cash flows.

18As of May 3, 2026, the Company estimates $3 million of the cash flow interest rate swap net gains will be reclassified from accumulated other comprehensive income into earnings over the next 12 months.

As of November 2, 2025, the Company estimates $12 million of the cash flow interest rate swap net gains will be reclassified from accumulated other comprehensive income into earnings over the next 12 months.

7) INCOME TAXES

For the three months ended ~~November~~May 23, ~~2025~~2026 and three months ended ~~October~~May 274, ~~2024~~2025 the Company’s effective tax rate was 24.7% and 25.15%, respectively. For the nine months ended November 2, 2025 and nine months ended October 27, 2024, the Company's effective tax rate was 24.2% and 24.9%, respectively. The effective tax rate for the nine months ended November 2, 2025 decreased primarily due to certain tax windfall benefits from equity award exercises.

Tax Receivable Agreements

The Company is party to a tax receivable agreement with certain stockholders affiliated with Clayton, Dublier & Rice (“CD&R”) that transferred all of their Partnership Interests at the time of the initial public offering (the “Former Limited Partners Tax Receivable Agreement”) and a tax receivable agreement with certain stockholders affiliated with CD&R and Core & Main Management Feeder, LLC (“Management Feeder”) that continued to own Partnership Interests beyond the time of the initial public offering (the “Continuing Limited Partners Tax Receivable Agreement”) (collectively, the “Tax Receivable Agreements”). The Company has generated tax attributes, and expects to generate additional tax attributes with future exchanges of Partnership Interests, that will reduce amounts that it would otherwise pay in the future to various tax authorities. The Tax Receivable Agreements provide payments to the parties subject to the Tax Receivable Agreements, or their permitted transferees, of 85% of the tax benefits realized by the Company, or in some circumstances are deemed to be realized.

The Company recorded payables to related parties pursuant to the Tax Receivable Agreements of $~~723~~683 million and $~~725~~720 million as of ~~November~~May 23, ~~2025~~2026 and February 21, ~~2025~~2026, respectively. Payments under the Tax Receivable Agreements within the next 12 months are expected to be $41 million, which is included within other current liabilities in the Balance Sheet.

The actual amount and timing of any payments under the Tax Receivable Agreements will vary depending upon a number of factors, including the timing of exchanges by the holders of Partnership Interests, the amount of gain recognized by such holders of Partnership Interests, the amount and timing of the taxable income the Company generates in the future and the federal tax rates then applicable. Assuming (i) that Management Feeder exchanged all of its remaining Partnership Interests at $5249.1802 per share of our Class A common stock (the closing stock price on ~~October~~May 311, ~~2025~~2026), (ii) no material changes in relevant tax law, (iii) a constant corporate tax rate of 2524.18%, which represents a pro forma tax rate that includes a provision for U.S. federal income taxes and assumes the highest statutory rate apportioned to each state and local jurisdiction and (iv) that the Company earns sufficient taxable income in each year to realize on a current basis all tax benefits, the Company would recognize an additional deferred tax asset (subject to offset with existing deferred tax liabilities) of approximately $~~103~~88 million and a liability of approximately $8875 million, payable over the life of the Continuing Limited Partners Tax Receivable Agreement. The full exchange will also decrease Core & Main's aforementioned deferred tax asset associated with its investment in Holdings by $64 million. The foregoing amounts are estimates and subject to change.

8) SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Receivables

Receivables consisted of the following:

	November 2, 2025		February 2, 2025
	May 3, 2026		February 1, 2026
Trade receivables, net of allowance for credit losses	$	1,~~244~~196	$	~~986~~981
Supplier rebate receivables	9863		8067
Receivables, net of allowance for credit losses	$	1,~~342~~259	$	1,~~066~~048

Accrued Compensation and Benefits

Accrued compensation and benefits consisted of the following:

	November 2, 2025		February 2, 2025
	May 3, 2026		February 1, 2026
Accrued bonuses and commissions	$	7941	$	9189
Other compensation and benefits	2824		3234
Accrued compensation and benefits	$	~~107~~65	$	123

Leases

The table below presents cash and non-cash impacts associated with leases:

	Nine Months Ended
	Three Months Ended
	November 2, 2025		October 27, 2024
	May 3, 2026		May 4, 2025
Operating cash flow payments for operating lease liabilities	$	5319	$	4717
Operating cash flow payments for non-lease components	309		2410
Right-of-use assets obtained in exchange for new operating lease liabilities	$	9033	$	5339

The non-cash impact related to right-of-use assets obtained in exchange for new operating lease liabilities in the table above excludes the impact from acquisitions.

Depreciation Expense

Depreciation expense is classified within cost of sales and depreciation and amortization within the Statement of Operations. Depreciation expense related to property, plant and equipment, including capitalized software, was as follows:

	~~Three Months Ended~~		Three Months Ended		~~Nine Months Ended~~
	November 2, 2025		October 27, 2024		November 2, 2025		October 27, 2024
					May 3, 2026		May 4, 2025
Depreciation expense	$	10	$	9	$	2810	$	269

9) NON-CONTROLLING INTERESTS

Core & Main consolidates the consolidated financial statements of Holdings and attributes a portion of net income and equity of Holdings to non-controlling interests related to the vested Partnership Interests held by Management Feeder. The Company had non-controlling interests of 3.~~4% and~~ 3.9% as of ~~November~~both May 23, ~~2025~~2026 and February 21, ~~2025, respectively~~2026.

2018

10) BASIC AND DILUTED EARNINGS PER SHARE

The following table presents the calculation of basic and diluted earnings per share for the three ~~and nine~~ months ended ~~November~~May 23, ~~2025~~2026 and ~~October~~May 274, ~~2024~~2025.

Basic earnings per share is computed by dividing net income attributable to Core & Main for the period by the weighted average number of shares of Class A common stock outstanding during the same period. Shares of Class A common stock issued during the period were weighted for the portion of the period in which the shares of Class A common stock were outstanding. The Company did not apply the two-class method because shares of Class B common stock do not participate in earnings of Core & Main. As a result, the shares of Class B common stock are not considered participating securities and are not included in the weighted average shares outstanding for purposes of basic earnings per share. Net income allocated to holders of non-controlling interests was excluded from net income available to the Class A common stock. There were no preferred dividends and no shares of preferred stock outstanding for the period.

The diluted earnings per share calculation includes the basic weighted average number of shares of Class A common stock outstanding plus the dilutive impact of potential outstanding shares of Class A common stock that would be issued upon exchange of Partnership Interests, together with the retirement of a corresponding number of shares of Class B common stock, under the if-converted method, if dilutive. The treasury stock method is applied to outstanding awards, including unvested Partnership Interests and outstanding stock appreciation rights, restricted stock units and stock options.

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

Basic earnings per share:

~~November 2, 2025~~

~~October 27, 2024~~

~~November~~May 23, ~~2025~~2026

~~October~~May 274, ~~2024~~2025

Net income

~~143~~

~~140~~

~~389~~113

~~367~~105

Net income attributable to non-controlling interests

185

205

Net income available to Class A common stock

~~137~~

~~133~~

~~371~~108

~~347~~100

Weighted average shares outstanding

~~190,214,298~~

~~191,538,672~~

~~189~~188,~~973~~379,~~574~~992

~~192~~189,~~173~~802,~~529~~381

Net income per share

~~0.72~~

~~0.69~~

10.9557

10.8153

Diluted earnings per share:

Net income available to common shareholders - basic

~~137~~

~~133~~

~~371~~108

~~347~~100

Increase to net income attributable to dilutive instruments

144

154

Net income available to common shareholders - diluted

~~142~~

~~138~~

~~385~~112

~~362~~104

Weighted average shares outstanding - basic

~~190,214,298~~

~~191,538,672~~

~~189~~188,~~973~~379,~~574~~992

~~192~~189,~~173~~802,~~529~~381

Incremental shares of common stock attributable to dilutive instruments

~~7,691,186~~

~~9,626,881~~

87,~~329~~302,~~231~~559

98,~~973~~898,~~183~~095

Weighted average shares outstanding - diluted

~~197,905,484~~

~~201,165,553~~

~~198~~195,~~302~~682,~~805~~551

~~202~~198,~~146~~700,~~712~~476

Net income per share - diluted

~~0.72~~

~~0.69~~

10.9457

10.7952

11) RELATED PARTIES

The Company has entered into the Tax Receivable Agreements and the Exchange Agreement, dated as of July 22, 2021 (as amended, the “Exchange Agreement”) with related parties, that are discussed in Note 14 to the audited consolidated financial statements in our ~~2024~~2025 Annual Report on Form 10-K. There have been no significant changes to these related party agreements.

~~12) SUBSEQUENT EVENTS~~19

On December 1, 2025, the Company’s board of directors authorized an increase of $500 million to the Company’s existing share repurchase program.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto of Core & Main, Inc. for the fiscal year ended February 21, ~~2025~~2026 included in our ~~2024~~2025 Annual Report on Form 10-K. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed below and elsewhere in this Quarterly Report on Form 10-Q for a number of important factors, particularly those described under the caption “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in Part I, Item 1A of the ~~2024~~2025 Annual Report on Form 10-K.

Overview

Core & Main, Inc. (“Core & Main” and collectively with its subsidiaries, the “Company”) is a leading specialty distributor dedicated to advancing reliable infrastructure with local service, nationwide. With a focus on water, wastewater, storm drainage and fire protection products, and related services, we provide solutions to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets, nationwide. Our specialty products and services are used primarily in the maintenance, repair, replacement and new construction of water, wastewater, storm drainage and fire protection infrastructure. We reach customers through a network of over 370 branches across 49the United States (“U.S.”) ~~states~~and Canada. Our products include pipes, valves, fittings, storm drainage products, fire protection products, ~~meter~~smart utility products and other products. We complement our core products through additional offerings, including smart meter systems, fusible high-density polyethylene (“fusible HDPE “) piping solutions, specifically engineered treatment plant products, geosynthetics and erosion control products.

Basis of Presentation

The Company is a holding company and its primary material assets are its direct and indirect ownership interest in Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”) and deferred tax assets associated with this ownership. Holdings has no operations and no material assets of its own other than its indirect ownership interest in Core & Main LP, a Florida limited partnership, the legal entity that conducts the operations of Core & Main. The condensed consolidated financial information of Core & Main, within this Quarterly Report on Form 10-Q, includes the consolidated financial information of Holdings and its subsidiaries. The limited partner interests of Holdings (“Partnership Interests”) not held by Core & Main are reflected as non-controlling interests in the condensed consolidated financial statements.

Fiscal Year

Significant Events During the Three Months Ended May 3, 2026

On April 9, 2026, Core & Main LP amended the terms of the Senior ABL Credit Facility (as defined in Note 6 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) in order to extend the maturity from February 9, 2029 to April 9, 2031.

Key Factors Affecting Our Business

End-Markets and General Economic Conditions

Historically, demand for our products has been tied to municipal infrastructure spending, non-residential construction and residential construction in the U.S. We estimate that, based on net sales for the fiscal year ended February 21, ~~2025~~2026 (“fiscal ~~2024~~2025”), our exposure by end market was approximately 4244% municipal, 38% non-residential and 2018% residential. Infrastructure spending and the non-residential and residential construction markets are subject to cyclical market pressures. Municipal demand has been relatively steady over the long term due to the consistent and immediate need to replace broken infrastructure; however, activity levels are subject to the availability of funding for municipal projects. Non-residential and residential construction activities are primarily driven by availability of credit, interest rates, general economic conditions, consumer confidence and other factors that are beyond our control. Fluctuations in interest rates will continue to impact home buying and new lot development in the residential end market. The length and magnitude of these cycles have varied over time and by market. Cyclicality can also have an impact on the products we procure for our customers or our related services, as further discussed under “—Price Fluctuations” below. Interest rate increases in the fiscal year ended January 28, 2024 (“fiscal 2023”) slowed home buying and new lot development, which was a contributing factor to a decline in the residential end market in fiscal 2023. In the second half of 2024 certain benchmark interest rates were cut. If interest rates continue to decline this may result in increased levels of activity in the U.S. residential and non-residential construction markets.

2220

In November 2021, the Infrastructure Investment and Jobs Act (“IIJA”) was signed into law, which includes $55 billion to invest in water infrastructure across the U.S. In January 2025, President Trump issued an executive order to pause funding disbursements under IIJA; however this funding pause was not related to funding for water or road projects. While this pause is temporary, a more permanent reduction in IIJA funding may have an adverse effect on our business or financial condition. In the coming years, including as a result of the IIJA, we expect, but cannot provide any assurance that, increased federal infrastructure investment to have a core focus on the upgrade, repair and replacement of municipal waterworks systems and to address demographic shifts and serve the growing population. We believe these dynamics, coupled with expanding municipal budgets, create the backdrop for a favorable funding environment and accelerated investment in projects that will benefit our business.

Seasonality

Our operating results within a fiscal year are typically impacted by seasonality. Colder weather and shorter daylight hours historically have reduced construction, maintenance and repair activity. As a result, net sales are typically lower in our first and fourth fiscal quarters, especially in northern geographic regions. Abnormal levels of precipitation may negatively impact our operating results as it may result in the delay of construction projects across fiscal quarters. Our operating results may also be adversely affected by hurricanes, which typically occur during our third fiscal quarter. Our cash flows from operating activities are typically lower during the first and second fiscal quarters due to investment in working capital and annual incentive compensation payments and are typically higher during the third and fourth fiscal quarters due to cash inflows associated with receivable collections and reduced inventory purchases.

Price Fluctuations

Our financial performance is impacted by price fluctuations in the cost to procure substantially all the products we sell and our ability to reflect these changes, in a timely manner, in our customer pricing.

The costs to procure the products we sell are historically volatile and subject to fluctuations arising from changes in supply and demand, national and international economic conditions, labor and material costs, competition, market speculation, government regulation, weather events, trade policies and periodic delays in the delivery of our products. If we are able to pass through price increases to our customers, our net sales will increase; conversely, during periods of deflation, our customer pricing may decrease to remain competitive, resulting in decreased net sales. ~~During the fiscal year ended January 29~~Additionally, ~~2023 (“fiscal 2022”), we experienced~~ supply chain disruption that contributed to significant price inflation and product surcharges with respect to certain products we sell. The supply chain disruption was due to several factors, including, but not limited to, unpredictable lead times and delays from our suppliers, labor availability, global logistics and the availability of raw materials. In fiscal 2023, we saw improvements in the supply chain and more predictable lead times for certain products that led to price stability in subsequent periods. Additional supply chain disruptions may result in increases in product costs which we may not be able to pass on to our customers, loss of sales due to lack of product availability or potential customer claims from the inability to provide products in accordance with contractual terms. Greater product availability from supply chain improvements may lead to increased competition that may result in price and volume declines. The conflicts in the Middle East may have caused supply chain disruptions and may result in fluctuations in product prices. We continue to monitor all of these factors and the resulting price impacts. In addition, the cost of products we purchase and sell may be impacted by the imposition of additional tariffs on imported goods from several geographic regions.

InThe ~~recent months, the~~ U.S. government has ~~announced~~implemented tariffs and trade restrictions on certain goods produced outside the United States. In February 2026, the U.S. Supreme Court issued a ruling invalidating certain tariffs previously imposed under the International Emergency Economic Powers Act. The current U.S. presidential administration has implemented, or indicated it intends to implement, replacement tariffs for all or a portion of the invalidated tariffs. We believe our exposure to tariffs is limited as over three-quarters of products that we purchase are manufactured domestically. In addition, when price increases occur, we proactively evaluate our customer pricing and strategic buying opportunities. The potential direct and indirect impacts of tariffs on the broad economy and our end markets are uncertain and we continue to closely monitor and evaluate the ongoing situation.

We are also exposed to fluctuations in costs for petroleum as we distribute a substantial portion of our products by truck. Petroleum prices have increased as a result of the conflicts in the Middle East. In addition, we are exposed to fluctuations in prices for imported products due to logistical challenges and changes in labor, fuel, shipping container and other importation-related costs. We may also face price fluctuations on other products due to constrained labor availability and manufacturing capacity of our suppliers. Our ability to reflect these changes, in a timely manner, in our customer pricing may impact our financial performance.

Interest Rates

Certain of our indebtedness, including borrowings under the Senior Term Loan Credit Facility (as defined in Note 6 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) and the Senior ABL Credit Facility, are subject to variable rates of interest and expose us to interest rate risk. The Senior Term Loan Credit Facility and the Senior ABL Credit Facility each bear interest based on term secured overnight financing rate (“Term SOFR”). If interest rates increase, our debt service obligations on our variable-rate indebtedness will increase and our net income would decrease, even though the amount borrowed under the facilities remains the same. As of ~~November~~May 23, ~~2025~~2026, we had $2,~~172~~160 million of outstanding variable-rate debt. We seek to mitigate our exposure to interest rate volatility through the entry into interest rate swap instruments, such as our interest rate swap, associated with borrowings under the Senior Term Loan Credit Facility, which effectively converts $700 million of our variable rate debt to fixed rate debt through the instrument maturity on July 27, 2026. ~~Core~~and &the ~~Main LP entered into an additional~~ interest rate swap, ~~associated with borrowings under the Senior Term Loan Credit Facility,~~ that has a starting notional amount of $750 million that increases to $1,500 million on July 27, 2026 through the instrument maturity on July 27, 2028. Despite these efforts, unfavorable movement in interest rates may further result in higher interest expense and cash payments.

Acquisitions

In addition to our organic growth strategy, we opportunistically pursue strategic asset and business acquisitions to grow our business. Below is a summary of the acquisitions that closed during the fiscal year ended February 1, 2026 (the "Fiscal 2025 Acquisitions") with an aggregate transaction value of $76 million, subject to working capital adjustments, respectively.

Product Lines

Closing Date

Fiscal 2025

Pioneer Supply LLC

Pipes, Valves & Fittings; Storm Drainage; Smart Utility products

January 2026

Canada Waterworks Inc. and Canada Waterworks Ottawa Inc.

Pipes, Valves & Fittings; Storm Drainage

September 2025

Fiscal 2024

ARGCO Northeast LLC

Fire Protection

November 2024

Eastcom Associates, Inc.

Pipes, Valves & Fittings; Meter products

October 2024

Green Equipment Company

Pipes, Valves & Fittings; Meter products

September 2024

GroGreen Solutions Georgia, LLC

Storm Drainage

September 2024

HM Pipe Products LP and HM Pipe Products Kitchner LP

Pipes, Valves & Fittings; Storm Drainage

August 2024

Geothermal Supply Company Inc.

Pipes, Valves & Fittings

May 2024

EGW Utilities Inc.

Pipes, Valves & Fittings; Meter products

April 2024

NW Geosynthetics Inc.

Storm Drainage

April 2024

DKC Group Holdings, LLC

Pipes, Valves & Fittings; Storm Drainage; Meter products

March 2024

Eastern Supply Inc.

Storm Drainage

February 2024

As we integrate these and other acquisitions into our existing operations, we may not be able to identify the specific financial statement impacts associated with these acquisitions. There can be no assurance that the anticipated benefits of the acquisitions will be realized on the timeline we expect, or at all.

Key Business Metrics

Net Sales

We generate net sales primarily from the sale of water, wastewater, storm drainage and fire protection products and the provision of related services to over 60,000 customers, as of February 21, ~~2025~~2026, including municipalities, private water companies and professional contractors. We recognize sales, net of sales tax, customer incentives, returns and discounts. Net sales fluctuate as a result of changes in product costs as we seek to reflect these changes in our customer pricing in a timely manner. This will increase net sales if we are able to pass along price increases and decrease net sales if we are required to reduce our customer prices as a result of competitive dynamics.

We categorize our net sales into pipes, valves & fittings, storm drainage products, fire protection products and ~~meter~~smart utility products:

•Pipe, valves, hydrants, fittings include these products and other complementary products and services. Pipe includes PVC, ductile iron, fusible HDPE and copper tubing.

•Storm drainage products primarily include corrugated piping systems, retention basins, manholes, grates, geosynthetics, erosion control and other related products.

•Fire protection products primarily include fire protection pipe, sprinkler heads, fittings, valves and devices as well as custom fabrication services.

•~~Meter~~Smart utility products primarily include smart meter products, meter sets, meter accessories, installation, software and other services.

Gross Profit

Gross profit represents the difference between the product cost inclusive of material costs from suppliers (net of earned rebates and discounts and including the cost of inbound freight), labor and overhead costs and depreciation and the net sale price to our customers. Gross profit may be impacted by the time between changes in supplier costs and changes in our customer pricing. Gross profit may not be comparable to those of other companies, as other companies may include all of the costs related to their distribution network in cost of sales.

Operating Expenses

Operating expenses are primarily comprised of selling, general and administrative costs, which include personnel expenses (salaries, wages, incentive compensation, benefits and payroll taxes), rent, insurance, utilities, professional fees, outbound freight, fuel and repair and maintenance.

Net Income

Net income represents net sales less cost of sales, operating expenses, depreciation and amortization, interest expense, other expense and the provision for income taxes.

~~Net Income Attributable to Core & Main, Inc.~~22

Net income attributable to Core & Main, Inc. represents net income less income attributable to non-controlling interests. Non-controlling interests represent owners of Partnership Interests of Holdings other than Core & Main, Inc.

Adjusted EBITDA

We define Adjusted EBITDA as EBITDA further adjusted for certain items management believes are not reflective of the underlying operations of our business, including but not limited to (a) loss on debt modification and extinguishment, (b) equity-based compensation, (c) expenses associated with the initial public ~~offerings~~offering and subsequent secondary offerings, ~~and~~ (d) expenses associated with acquisition and other activities and (e) other income. Adjusted EBITDA includes amounts otherwise attributable to non-controlling interests as we manage the consolidated Company and evaluate operating performance in a similar manner. We use Adjusted EBITDA to assess the operating results and effectiveness of our business. See “—Non-GAAP Financial Measures” below for further discussion of Adjusted EBITDA and a reconciliation to net income or net income attributable to Core & Main, Inc., the most directly comparable measure under U.S. generally accepted accounting principles (“GAAP”), as applicable.

Earnings Per Share

Earnings per share represents the Class A common stock basic and diluted earnings per share. For a further description of basic and diluted earnings per share, refer to Note 10 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Adjusted Diluted Earnings Per Share

We define Adjusted Diluted Earnings Per Share as diluted earnings per share adjusted for (a) amortization of intangible assets, (b) loss on debt modification and extinguishment, (c) equity-based compensation, (d) expenses associated with acquisition and other activities, (e) expenses associated with the initial public offering and subsequent secondary offerings, (f) other income and (fg) the tax impact of these Non-GAAP adjustments, divided by the weighted-average number of shares of our common stock outstanding on a fully diluted basis for the applicable period. We use Adjusted Diluted Earnings Per Share to assess the operating results and effectiveness of our business. See “—Non-GAAP Financial Measures” below for further discussion of Adjusted Diluted Earnings Per Share and a reconciliation to diluted earnings per share, the most directly comparable measure under U.S. GAAP.

2523

Results of Operations

Three Months Ended ~~November~~May 23, ~~2025~~2026 Compared with Three Months Ended ~~October~~May 274, ~~2024~~2025

Amounts in millions (except per share data)

	Three Months Ended
	November 2, 2025		October 27, 2024
	May 3, 2026		May 4, 2025
Net sales	$	21,~~062~~910	$	21,~~038~~911
Cost of sales	1,~~501~~390		1,~~495~~401
Gross profit	~~561~~520		~~543~~510
Operating expenses:
Selling, general and administrative	~~295~~299		~~274~~293
Depreciation and amortization	4644		46
Total operating expenses	~~341~~343		~~320~~339
Operating income	~~220~~177		~~223~~171
Interest expense	3027		3630
Income before provision for income taxes	~~190~~150		~~187~~141
Provision for income taxes	4737		4736
Net income	~~143~~113		~~140~~105
Less: net income attributable to non-controlling interests	65		75
Net income attributable to Core & Main, Inc.	$	~~137~~108	$	~~133~~100
Earnings per share:
Basic	$	0.7257	$	0.6953
Diluted	$	0.7257	$	0.6952
Non-GAAP Financial Data:
Adjusted EBITDA	$	~~274~~226	$	~~277~~224
Adjusted Diluted Earnings Per Share	$	0.8972	$	0.8668

Net Sales

Net sales for the three months ended ~~November~~May 23, ~~2025~~2026 ~~increased~~was $~~24 million, or~~ 1~~.2%~~,910 ~~to $2,062~~ million compared with $21,~~038~~911 million for the three months ended ~~October~~May 274, ~~2024~~2025. Net sales ~~increased~~were essentially flat primarily due to decreased volume that was offset by acquisitions. Net sales for pipes, valves & fittings and storm drainage decreased due to ~~slightly~~ lower ~~volumes.~~volume ~~Net~~partially ~~sales~~offset ~~for~~by ~~storm drainage products increased due to~~ acquisitions. Net sales of fire protection products increased due to higher ~~average~~volume and higher selling prices. Net sales of ~~meter~~smart utility products increased due to higher ~~volumes~~volume.

	Three Months Ended
	November 2, 2025		October 27, 2024		Percentage Change
	May 3, 2026		May 4, 2025		Percentage Change
Pipes, valves & fittings products	$	1,~~382~~274	$	1,~~386~~297	(01.38)	%
Storm drainage products	~~333~~278		~~327~~295		1(5.8)	%
Fire protection products	~~152~~178		~~145~~152		417.81	%
Meter products	195		180		8.3	%
Smart utility products	180		167		7.8	%
Total net sales	$	21,~~062~~910	$	21,~~038~~911

Gross Profit

Gross profit for the three months ended ~~November~~May 23, ~~2025~~2026 increased $1810 million, or 32.30%, to $~~561~~520 million compared with $~~543~~510 million for the three months ended ~~October~~May 274, ~~2024~~2025. Gross profit as a percentage of net sales for the three months ended ~~November~~May 23, ~~2025~~2026 was 27.2% compared with 26.67% for the three months ended ~~October~~May 274, ~~2024~~2025. The overall increase in gross profit as a percentage of net sales was primarily attributable to favorable impacts from the execution of our gross margin initiatives and disciplined purchasing and pricing management.

2624

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses for the three months ended ~~November~~May 23, ~~2025~~2026 increased $216 million, or 72.70%, to $~~295~~299 million compared with $~~274~~293 million during the three months ended ~~October~~May 274, ~~2024~~2025. SG&A expenses as a percentage of net sales were 1415.37% for the three months ended ~~November~~May 23, ~~2025~~2026 compared with 1315.43% for the three months ended ~~October~~May 274, ~~2024~~2025. The increase was primarily attributable to higher ~~acquisition-related~~distribution costs, ~~higher~~and ~~personnel~~investments ~~expenses~~to support long-term growth, ~~increases~~including ingreenfield ~~other~~expansion ~~distribution-related~~and ~~expenses~~sales ~~driven~~initiatives, partially offset by ~~inflation~~the ~~and~~benefits ~~higher~~of ~~employee~~recent ~~benefits~~cost ~~costs~~actions.

Depreciation and Amortization (“D&A”) Expense

D&A expense ~~was $46 million~~ for ~~both~~ the three months ended ~~November~~May 23, ~~2025~~2026 ~~and~~was $44 million compared with $46 million during the three months ended ~~October~~May 274, ~~2024~~2025. ~~Higher~~The ~~D&A~~decrease ~~expense related to recent acquisitions~~ was ~~offset~~primarily byattributable to lower amortization on existing intangible assets.

Operating Income

Operating income for the three months ended ~~November~~May 23, ~~2025~~2026 ~~decreased~~increased $36 million, or 1.3.5%, to $~~220~~177 million compared with $~~223~~171 million during the three months ended ~~October~~May 274, ~~2024~~2025. The ~~decrease~~increase in operating income was primarily attributable to higher ~~SG&A~~gross ~~expenses~~profit partially offset by higher ~~gross~~SG&A ~~profit~~expenses.

Interest Expense

Interest expense was $3027 million for the three months ended ~~November~~May 23, ~~2025~~2026 compared with $3630 million for the three months ended ~~October~~May 274, ~~2024~~2025. The decrease was primarily attributable to ~~fiscal 2024 amendments to reduce the effective applicable margin on the Senior Term Loan Credit Facility,~~ a decrease in interest rates and decreased borrowings under the Senior ABL Credit Facility.

Provision for Income Taxes

The provision for income taxes ~~was~~for the three months ended May 3, 2026 increased $471 million, ~~for~~or ~~both~~2.8% to $37 million compared with $36 million for the three months ended ~~November~~May 24, 2025. ~~and~~The ~~the~~increase ~~three~~was ~~months~~primarily ~~ended~~attributable ~~October 27,~~to ~~2024~~an increase in operating income partially offset by a decrease in the effective tax rate. For the three months ended ~~November~~May 23, ~~2025~~2026 and the three months ended ~~October~~May 274, ~~2024~~2025, our effective tax rate was 24.7% and 25.15%, respectively. The decrease in the effective tax rate was primarily due to net benefits from tax credit investments and certain tax windfall benefits from equity award exercises.

Net Income

Net income for the three months ended ~~November~~May 23, ~~2025~~2026 increased $38 million, or 27.16%, to $~~143~~113 million compared with $~~140~~105 million for the three months ended ~~October~~May 274, ~~2024~~2025. The increase in net income was primarily attributable to aan ~~decrease~~increase in ~~interest~~operating ~~expense~~income ~~partially~~and ~~offset~~lower byinterest ~~a decrease in operating income~~expense.

Net Income Attributable to Core & Main, Inc.

Net income attributable to Core & Main, Inc. for the three months ended ~~November~~May 23, ~~2025~~2026 increased $48 million, or 38.0%, to $~~137~~108 million compared with $~~133~~100 million for the three months ended ~~October~~May 274, ~~2024~~2025. The increase was primarily attributable to increased net income.

Earnings Per Share

The Class A common stock basic earnings per share ~~and~~for the three months ended May 3, 2026 increased 7.5% to $0.57 compared with $0.53 for the three months ended May 4, 2025. The Class A common stock diluted earnings per share for the three months ended ~~November~~May 23, ~~2025~~2026 increased 49.36% to $0.7257 compared with $0.6952 for the three months ended ~~October~~May 274, ~~2024~~2025. The ~~increase in~~ basic and diluted earnings per share ~~was~~increased ~~attributable~~due to an increase in net income and lower Class A share counts following share repurchase transactions.

Adjusted EBITDA

Adjusted EBITDA for the three months ended ~~November~~May 23, ~~2025~~2026 ~~decreased~~increased $32 million, or 10.19%, to $~~274~~226 million compared with $~~277~~224 million for the three months ended ~~October~~May 274, ~~2024~~2025. The ~~decrease~~increase in Adjusted EBITDA was primarily attributable to higher ~~SG&A~~gross ~~expenses~~profit partially offset by higher ~~gross~~SG&A ~~profit~~expenses. For a reconciliation of Adjusted EBITDA to net income or net income attributable to Core & Main, Inc., the most comparable GAAP financial metric, as applicable, see “—Non-GAAP Financial Measures.”

Adjusted Diluted Earnings Per Share

Adjusted Diluted Earnings Per Share for the three months ended ~~November~~May 23, ~~2025~~2026 increased 3.5.9% to $0.8972 compared with $0.8668 for the three months ended ~~October~~May 274, ~~2024~~2025. The increase in Adjusted Diluted Earnings Per Share was primarily attributable to an increase in net income and lower Class A share counts following share repurchase transactions. For a reconciliation of Adjusted Diluted Earnings Per Share to diluted earnings per share, the most comparable GAAP financial metric, as applicable, see “—Non-GAAP Financial Measures.”

Nine Months Ended November 2, 2025 Compared with Nine Months Ended October 27, 2024

Amounts in millions (except per share data)

	Nine Months Ended
	November 2, 2025		October 27, 2024
Net sales	$	6,066	$	5,743
Cost of sales	4,435		4,214
Gross profit	1,631		1,529
Operating expenses:
Selling, general and administrative	890		799
Depreciation and amortization	137		135
Total operating expenses	1,027		934
Operating income	604		595
Interest expense	91		106
Income before provision for income taxes	513		489
Provision for income taxes	124		122
Net income	389		367
Less: net income attributable to non-controlling interests	18		20
Net income attributable to Core & Main, Inc.	$	371	$	347
Earnings per share:
Basic	$	1.95	$	1.81
Diluted	$	1.94	$	1.79
Non-GAAP Financial Data:
Adjusted EBITDA	$	764	$	751
Adjusted Diluted Earnings Per Share	$	2.45	$	2.28

Net Sales

Net sales for the nine months ended November 2, 2025 increased $323 million, or 5.6%, to $6,066 million compared with $5,743 million for the nine months ended October 27, 2024. Net sales increased primarily due to higher volumes and acquisitions. Net sales increased for pipes, valves & fittings and storm drainage due to higher volumes and acquisitions. Net sales increased for fire protection and meter products due to acquisitions.

	Nine Months Ended
	November 2, 2025		October 27, 2024		Percentage Change
Pipes, valves & fittings products	$	4,109	$	3,884	5.8	%
Storm drainage products	963		886		8.7	%
Fire protection products	459		455		0.9	%
Meter products	535		518		3.3	%
Total net sales	$	6,066	$	5,743

Gross Profit

Gross profit for the nine months ended November 2, 2025 increased $102 million, or 6.7%, to $1,631 million compared with $1,529 million for the nine months ended October 27, 2024. Gross profit as a percentage of net sales for the nine months ended November 2, 2025 was 26.9% compared with 26.6% for the nine months ended October 27, 2024. The overall increase in gross profit as a percentage of net sales was primarily attributable to favorable impacts from the execution of our gross margin initiatives and disciplined purchasing and pricing management.

SG&A Expenses

SG&A expenses for the nine months ended November 2, 2025 increased $91 million, or 11.4%, to $890 million compared with $799 million during the nine months ended October 27, 2024. SG&A expenses as a percentage of net sales were 14.7% for the nine months ended November 2, 2025 compared with 13.9% for the nine months ended October 27, 2024. The increase was primarily attributable to higher acquisition-related costs, higher personnel expenses, including higher variable compensation costs, higher employee benefits costs and increases in other distribution-related expenses driven by inflation and increased sales volume.

D&A Expense

D&A expense was $137 million for the nine months ended November 2, 2025 compared with $135 million for the nine months ended October 27, 2024. The increase was primarily attributable to recent acquisitions.

Operating Income

Operating income for the nine months ended November 2, 2025 increased $9 million, or 1.5%, to $604 million compared with $595 million during the nine months ended October 27, 2024. The increase in operating income was primarily attributable to higher gross profit partially offset by higher SG&A expenses.

Interest Expense

Interest expense was $91 million for the nine months ended November 2, 2025 compared with $106 million for the nine months ended October 27, 2024. The decrease was primarily attributable to fiscal 2024 amendments to reduce the effective applicable margin on the Senior Term Loan Credit Facility, a decrease in interest rates and decreased borrowings under the Senior ABL Credit Facility.

Provision for Income Taxes

The provision for income taxes for the nine months ended November 2, 2025 increased $2 million, or 1.6%, to $124 million compared with $122 million for the nine months ended October 27, 2024. The increase was primarily attributable to an increase in operating income partially offset by a decrease in the effective tax rate. For the nine months ended November 2, 2025 and the nine months ended October 27, 2024, our effective tax rate was 24.2% and 24.9%, respectively. The decrease in the effective tax rate was primarily due to certain tax windfall benefits from equity award exercises.

Net Income

Net income for the nine months ended November 2, 2025 increased $22 million, or 6.0%, to $389 million compared with $367 million for the nine months ended October 27, 2024. The increase in net income was primarily attributable to an increase in operating income and a decrease in interest expense.

Net Income Attributable to Core & Main, Inc.

Net income attributable to Core & Main, Inc. for the nine months ended November 2, 2025 increased $24 million, or 6.9%, to $371 million compared with $347 million for the nine months ended October 27, 2024. The increase was primarily attributable to increased net income.

Earnings Per Share

The Class A common stock basic earnings per share for the nine months ended November 2, 2025 increased 7.7% to $1.95 compared with $1.81 for the nine months ended October 27, 2024. The Class A common stock diluted earnings per share for the nine months ended November 2, 2025 increased 8.4% to $1.94 compared with $1.79 for the nine months ended October 27, 2024. The basic and diluted earnings per share increased due to an increase in net income and lower Class A share counts following share repurchase transactions.

Adjusted EBITDA

Adjusted EBITDA for the nine months ended November 2, 2025 increased $13 million, or 1.7%, to $764 million compared with $751 million for the nine months ended October 27, 2024. The increase in Adjusted EBITDA was primarily attributable to higher gross profit partially offset by higher SG&A expenses. For a reconciliation of Adjusted EBITDA to net income or net income attributable to Core & Main, Inc., the most comparable GAAP financial metric, as applicable, see “—Non-GAAP Financial Measures.”

Adjusted Diluted Earnings Per Share

Adjusted Diluted Earnings Per Share for the nine months ended November 2, 2025 increased 7.5% to $2.45 compared with $2.28 for the nine months ended October 27, 2024. The increase in Adjusted Diluted Earnings Per Share was primarily attributable to an increase in net income and lower Class A share counts following share repurchase transactions. For a reconciliation of Adjusted Diluted Earnings Per Share to diluted earnings per share, the most comparable GAAP financial metric, as applicable, see “—Non-GAAP Financial Measures.”

Liquidity and Capital Resources

Historically, we have financed our liquidity requirements through cash flows from operating activities, borrowings under our credit facilities, issuances of equity and debt securities and working capital management activities. Our principal historical liquidity requirements have been for working capital, capital expenditures, acquisitions, servicing indebtedness, payments under the Tax Receivable Agreements and share repurchases (including under the Repurchase Program).

As of ~~November~~May 23, ~~2025~~2026, our cash and cash equivalents totaled $89150 million. We maintain our cash deposits according to a banking policy that requires diversification across a variety of highly-rated financial institutions. However, this could result in a concentration of cash and cash equivalents across these financial institutions in excess of Federal Deposit Insurance Corporation-insured limits.

As of ~~November~~May 23, ~~2025~~2026, there were no outstanding borrowings on our Senior ABL Credit Facility, which provides for borrowings of up to $1,250 million, subject to borrowing base availability. As of ~~November~~May 23, ~~2025~~2026, after giving effect to approximately $24 million of letters of credit issued under the Senior ABL Credit Facility, Core & Main LP would have been able to borrow approximately $1,226 million under the Senior ABL Credit Facility, subject to borrowing base availability. Our short term debt obligations of $24 million are related to quarterly principal payments on the Senior Term Loan Credit Facility.

In ~~fiscal~~the ~~2025~~three months ended May 3, 2026 and ~~fiscal~~the ~~2024~~three months ended May 4, 2025, the Company had a financing cash outflow related to the payment of $1842 million and $1118 million, respectively, under the Tax Receivable Agreements. The annual payments under the Tax Receivable Agreements increased as a result of exchanges of Partnership Interests completed in fiscal 2023 and fiscal 2024. Payments under the Tax Receivable Agreements are only required to be made to the extent that we realize or are deemed to have realized the benefit of the corresponding tax deductions to reduce payments to federal, state and local taxing authorities. These payments are in an amount that represents 85% of the reduction in payments to ~~federal,~~such ~~state and local~~ taxing authorities. As such, the cash savings from the incremental tax deductions are expected to exceed the payments under the Tax Receivable Agreements over the life of these arrangements. Based on the anticipated filing date of income tax returns and contractual payment terms in the Tax Receivable Agreements, we expect these payments to occur two fiscal years after we utilize the corresponding tax deductions.

Further exchanges of Partnership Interest by Management Feeder will result in additional tax deductions to us and require additional payables pursuant to Tax Receivable Agreements. The actual amount and timing of the additional payments under the Tax Receivable Agreements will vary depending upon a number of factors as discussed further in Note 7 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Payments under the Tax Receivable Agreements may be accelerated if we elect an early termination in accordance with the terms of the Tax Receivable Agreements or negotiate a settlement of the Tax Receivable Agreements. An early termination or negotiated settlement of our obligations, or our successor’s obligations, under such Tax Receivable Agreement to make payments thereunder would be based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to such Tax Receivable Agreement.

We believe that our current sources of liquidity, which include cash generated from operations, existing cash and cash equivalents and available borrowing capacity under the Senior ABL Credit Facility, will be sufficient to meet our working capital, capital expenditures and other cash commitments, including obligations relating to our indebtedness and the Tax Receivable Agreements, over the next 12 months, at minimum. We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. Our growth strategy contemplates future acquisitions for which we will need sufficient access to capital. To finance future acquisitions, particularly larger acquisitions, we may issue additional equity or incur additional indebtedness. Any such additional indebtedness would increase our debt leverage. See “Risk Factors” in Part I, Item 1A of the ~~2024~~2025 Annual Report on Form 10-K.

3026

Additionally, we regularly evaluate our approach to our capital allocation, which may include acquisitions, capital expenditures, greenfields, debt reduction (including through open market debt repurchases, negotiated repurchases, other retirements of outstanding debt and opportunistic refinancing of debt), stock repurchases, dividends, payments on Tax Receivable Agreements or other distributions. During the ~~nine~~three months ended ~~November~~May 23, 2026 and the three months ended May 4, 2025, we completed $9788 million and $39 million, respectively, of repurchases of Class A common stock under the Repurchase Program. For further details, refer to Note 1 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We may continue to return capital to our shareholders through share repurchases, including pursuant to the Repurchase Program or initiating dividend payments. The execution of these, and other, capital allocation activities may be at the discretion of, and subject to the approval by, our board of directors and will depend on our financial condition, earnings, liquidity and capital requirements, market conditions, level of indebtedness, contractual restrictions, compliance with our debt covenants, restrictions imposed by applicable law, general business conditions and any other factors that our board of directors deems relevant in making any such determination. Therefore, there can be no assurance that we will engage in any or all of these actions or to what amount of capital we will allocate to each option.

The execution of certain initiatives under our capital allocation policy may require distributions by Holdings and Core & Main LP. These entities’ ability to make distributions may be limited as a practical matter by our growth plans as well as Core & Main LP’s Senior Term Loan Credit Facility and Senior ABL Credit Facility. The Senior Term Loan Credit Facility may require accelerated repayment based upon cash flows generated in excess of operating and investing requirements when Core & Main LP’s net total leverage ratio (as defined in the agreement governing the Senior Term Loan Credit Facility) is greater than or equal to 3.25. In addition, the Senior ABL Credit Facility requires us to comply with a consolidated fixed charge coverage ratio of greater than or equal to 1.00 when availability is less than 10.0% of the lesser of (i) the then applicable borrowing base and (ii) the then aggregate effective commitments under the Senior ABL Credit Facility. Substantially all of Core & Main LP’s assets secure the Senior Term Loan Credit Facility and the Senior ABL Credit Facility.

Information about our cash flows, by category, is presented in the Condensed Consolidated Statements of Cash Flows and is summarized as follows:

	Nine Months Ended
	Three Months Ended
	November 2, 2025		October 27, 2024
	May 3, 2026		May 4, 2025
Cash flows provided by operating activities	$	~~382~~82	$	~~386~~77
Cash flows used in investing activities	(7121)		(~~757~~16)
Cash flows (used in) provided by financing activities	(230)		380
Cash flows used in financing activities	(131)		(61)
Increase in cash and cash equivalents	$	81	$	9
Decrease in cash and cash equivalents	$	(70)	$	—

Operating Activities

Net cash provided by operating activities was $~~382~~82 million for the ~~nine~~three months ended ~~November~~May 23, ~~2025~~2026 compared with $~~386~~77 million for the ~~nine~~three months ended ~~October~~May 274, ~~2024~~2025. The $45 million ~~decrease~~increase inwas ~~cash~~due ~~provided~~to byan ~~operating~~increase ~~activities~~in ~~was~~net ~~due~~income toand alower ~~higher~~ investment in working capital in the ~~nine~~three months ended ~~November~~May 23, ~~2025~~2026 partially offset by ~~lower~~the ~~interest payments,~~ timing of ~~tax~~certain ~~payments~~interest ~~and an increase in net income~~payments.

Investing Activities

Net cash used in investing activities ~~decreased~~increased by $~~686~~5 million to $7121 million for the ~~nine~~three months ended ~~November~~May 23, ~~2025~~2026 compared with $~~757~~16 million for the ~~nine~~three months ended ~~October~~May 274, ~~2024~~2025, primarily attributable to a $~~690~~3 million ~~decrease~~of investments in ~~cash~~tax ~~outflows~~advantaged ~~for~~limited ~~acquisitions partially offset by a $7 million increase in capital expenditures~~partnerships.

Financing Activities

Net cash used in financing activities ~~was~~increased by $~~230~~70 million to $131 million for the ~~nine~~three months ended ~~November~~May 23, ~~2025~~2026 compared with ~~net cash provided by financing activities of~~ $~~380~~61 million for the ~~nine~~three months ended ~~October~~May 274, ~~2024.~~2025, ~~The change of $610 million was~~ primarily ~~attributed~~attributable to a $~~635~~49 million ~~swing~~increase in ~~net~~the ~~debt~~repurchase ~~activity~~of ~~and~~Class aA $7common ~~million~~stock ~~increase in payments~~ under the ~~Tax~~Repurchase ~~Receivable~~Program ~~Agreements~~and ~~during fiscal 2025 partially offset by~~ a $24 million ~~decrease~~increase in ~~outflows~~payments ~~related to the repurchases of Class A common stock~~ under the ~~Repurchase~~Tax ~~Program~~Receivable Agreements.

3127

Financing

As of ~~November~~May 23, ~~2025~~2026, our debt obligations (in millions) consisted of the following:

Aggregate Principal/Borrowing Capacity

Maturity Date

Interest

2028 Senior Term Loan

1,~~237~~230

July 27, 2028

(i) Term SOFR plus, in each case, an effective applicable margin of 2.00%, or (ii) the base rate (described in Note 6 included elsewhere in this Quarterly Report on Form 10-Q).The weighted average interest rate, excluding the effects of the interest rate swaps, was 5.9965% as of ~~November~~May 23, ~~2025~~2026.

2031 Senior Term Loan

~~935~~930

February 9, 2031

(i) Term SOFR plus, in each case, an applicable margin of 2.00%, or (ii) the base rate (described in Note 6 included elsewhere in this Quarterly Report on Form 10-Q).The weighted average interest rate, excluding the effects of the interest rate swaps, was 5.9965% as of ~~November~~May 23, ~~2025~~2026.

Senior ABL Credit Facility(1)

1,250

~~February~~April 9, ~~2029~~2031

Term SOFR rate plus an applicable margin ranging from 1.25% to 1.7550%, or an alternate base rate plus an applicable margin ranging from 0.25% to 0.7550%, depending on the borrowing capacity under the Senior ABL Credit Facility.

Interest Rate Swap

700

July 27, 2026

Effective fixed rate of 2.693%, based upon the 0.693% fixed rate plus an applicable margin of 2.00% associated with the Senior Term Loan Credit Facility.

Interest Rate Swap(2)

750

July 27, 2028

Effective fixed rate of 5.913%, based upon the 3.913% fixed rate plus an applicable margin of 2.00% associated with the Senior Term Loan Credit Facility.

(1)Aggregate amount of commitments under the asset-based revolving credit facility of $1,250 million overall, subject to borrowing base availability. There were no outstanding borrowings under the Senior ABL Credit Facility as of ~~November~~May 23, ~~2025~~2026.

(2)Interest rate swap entered into on February 12, 2024 for a notional amount of $750 million. The notional amount increases to $1,500 million on July 27, 2026 through the instrument maturity on July 27, 2028.

Refer to Note 6 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a description of our debt obligations and the timing of future principal and interest payments including impacts from our interest rate swap.

Purchase Obligations

As of ~~November~~May 23, ~~2025~~2026, the Company had agreements in place with various suppliers to purchase goods and services, primarily inventory, in the aggregate amount of $~~875~~1,325 million. These purchase obligations are generally cancellable, but the Company foresees no intent to cancel. Payments are generally expected to be made during fiscal ~~2025~~2026 and the fiscal year ended January 31, 2027.

Non-GAAP Financial Measures

In addition to providing results that are determined in accordance with GAAP, we present EBITDA, Adjusted EBITDA and Adjusted Diluted Earnings Per Share, all of which are non-GAAP financial measures. These measures are not considered measures of financial performance or liquidity under GAAP and the items excluded therefrom are significant components in understanding and assessing our financial performance or liquidity. These measures should not be considered in isolation or as alternatives to GAAP measures such as net income, net income attributable to Core & Main, Inc. or diluted earnings per share, as applicable, cash provided by or used in operating, investing or financing activities or other financial statement data presented in our financial statements as an indicator of our financial performance or liquidity.

We define EBITDA as net income, or net income attributable to Core & Main, Inc., as applicable, adjusted for non-controlling interests, depreciation and amortization, provision for income taxes and interest expense. We define Adjusted EBITDA as EBITDA as further adjusted for certain items management believes are not reflective of the underlying operations of our business, including but not limited to (a) loss on debt modification and extinguishment, (b) equity-based compensation, (c) expenses associated with the initial public offering and subsequent secondary offerings, ~~and~~ (d) expenses associated with acquisition and other activities and (e) other income. Net income attributable to Core & Main, Inc. is the most directly comparable GAAP measure to EBITDA and Adjusted EBITDA.

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We define Adjusted Diluted Earnings Per Share as diluted earnings per share adjusted for (a) amortization of intangible assets, (b) loss on debt modification and extinguishment, (c) equity-based compensation, (d) expenses associated with acquisition and other activities, (e) expenses associated with the initial public offering and subsequent secondary offerings and (f) other income and (g) the tax impact of these Non-GAAP adjustments, divided by the weighted-average number of shares of our common stock outstanding on a fully diluted basis for the applicable period. Diluted earnings per share is the most directly comparable GAAP measure to Adjusted Diluted Earnings Per Share.

We use EBITDA, Adjusted EBITDA and Adjusted Diluted Earnings Per Share to assess the operating results and effectiveness and efficiency of our business. Adjusted EBITDA and Adjusted Diluted Earnings Per Share include amounts otherwise attributable to non-controlling interests as we manage the consolidated Company and evaluate operating performance in a similar manner. We present these non-GAAP financial measures because we believe that investors consider them to be important supplemental measures of performance, and we believe that these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Non-GAAP financial measures as reported by us may not be comparable to similarly titled metrics reported by other companies and may not be calculated in the same manner. These measures have limitations as analytical tools, and ~~you~~investors should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. For example, EBITDA and Adjusted EBITDA:

• do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on debt;

• do not reflect income tax expenses, the cash requirements to pay taxes or related distributions;

• do not reflect cash requirements to replace in the future any assets being depreciated and amortized; and

• exclude certain transactions or expenses as allowed by the various agreements governing our indebtedness.

In evaluating Adjusted EBITDA and Adjusted Diluted Earning Per Share, you should be aware that, in the future, we may incur expenses similar to those eliminated in this presentation.

The following table sets forth a reconciliation of net income or net income attributable to Core & Main, Inc. to EBITDA and Adjusted EBITDA for the periods presented:

	~~Three Months Ended~~				Three Months Ended	~~Nine Months Ended~~
	November 2, 2025		October 27, 2024			November 2, 2025				October 27, 2024
								May 3, 2026				May 4, 2025
Net income attributable to Core & Main, Inc.	$	~~137~~	$	~~133~~		$	~~371~~	$	108	$	~~347~~	$	100
Plus: net income attributable to non-controlling interest	6		7			18		5		20		5
Net income	~~143~~		~~140~~			~~389~~		113		~~367~~		105
Depreciation and amortization (1)	47		46			~~140~~		46		~~137~~		47
Provision for income taxes	47		47			~~124~~		37		~~122~~		36
Interest expense	30		36			91		27		~~106~~		30
EBITDA	$	~~267~~	$	~~269~~		$	~~744~~	$	223	$	~~732~~	$	218
Equity-based compensation	4		4			14		3		11		5
Acquisition and other expenses (2)	3		4			6		—		8		1
Adjusted EBITDA	$	~~274~~	$	~~277~~		$	~~764~~	$	226	$	~~751~~	$	224

(1)Includes depreciation of certain assets which are reflected in “cost of sales” in our Statement of Operations.

(2)Represents expenses associated with acquisition and other activities, including transaction costs, post-acquisition employee retention bonuses, severance payments and expense recognition of purchase accounting fair value adjustments (excluding amortization).

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The following table sets forth a reconciliation of diluted earnings per share to Adjusted Diluted Earnings Per Share for the periods presented:

	~~Three Months Ended~~		Three Months Ended		~~Nine Months Ended~~
	November 2, 2025		October 27, 2024		November 2, 2025		October 27, 2024
					May 3, 2026		May 4, 2025
Diluted earnings per share	$	~~0.72~~	$	~~0.69~~	$	10.9457	$	10.7952
Amortization of intangible assets	~~0.19~~		~~0.19~~		0.5618		0.5518
Equity-based compensation	~~0.02~~		~~0.02~~		0.0702		0.0503
Acquisition and other expenses (1)	~~0.02~~		~~0.02~~		~~0.03~~—		0.0401
Income tax impact of adjustments (2)	~~(0.06)~~		~~(0.06)~~		(0.1505)		(0.1506)
Adjusted Diluted Earnings Per Share	$	~~0.89~~	$	~~0.86~~	$	20.4572	$	20.2868

(1)Represents expenses associated with acquisition and other activities, including transaction costs, post-acquisition employee retention bonuses, severance payments and expense recognition of purchase accounting fair value adjustments (excluding amortization).

(2)Represents the tax impact on the above non-GAAP adjustments ~~for amortization of intangibles, equity-based compensation, and acquisition and other expenses~~.

Recently Issued and Adopted Accounting Pronouncements and Accounting Pronouncements Issued But Not Yet Adopted

Refer to Note 2 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

A summary of our significant accounting policies are discussed in Note 2 to the audited consolidated financial statements in our ~~2024~~2025 Annual Report on Form 10-K. The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Our estimates and assumptions are based on historical experiences and changes in the business environment. However, actual results may differ from estimates under different conditions, sometimes materially. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of our financial condition and results of operations and require management judgment. There have been no significant changes to these policies which have had a material impact on the Company’s interim unaudited condensed consolidated financial statements and related notes during the three ~~and nine~~ months ended ~~November~~May 23, ~~2025~~2026.

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Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of ~~November~~May 23, ~~2025~~2026.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of conducting business, we are exposed to certain risks associated with potential changes in market conditions. These risks include fluctuations in interest rates, foreign currency exchange rates and prices, including price fluctuations related to substantially all of our products.

Interest Rate Risk

Our credit facilities bear interest at a floating rate. The Senior Term Loan Credit Facility and the Senior ABL Credit Facility bear interest generally equal to Term SOFR plus an applicable margin. As a result, we are exposed to fluctuations in interest rates to the extent of our net borrowings under the Senior Term Loan Credit Facility and the Senior ABL Credit Facility. As of ~~November~~May 23, ~~2025~~2026, our net borrowings under the Senior Term Loan Credit Facility and the Senior ABL Credit Facility were $2,~~172~~160 million. As such, excluding the impact of any interest rate swap, each one percentage point change in interest rates would result in an approximately $22 million change in the annual interest expense on the Senior Term Loan Credit Facility. As of ~~November~~May 23, ~~2025~~2026, assuming availability under our Senior ABL Credit Facility was fully utilized, each one percentage point change in interest rates would result in an approximately $12 million change in annual interest expense. See “Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Key Factors Affecting Our Business—Interest Rates.”

Credit Risk

We are exposed to credit risk on accounts receivable balances. This risk is mitigated due to our large, diverse customer base. In fiscal ~~2024~~2025, our 50 largest customers accounted for approximately 12% of our net sales, with our largest customer accounting for less than 1% of net sales. We maintain provisions for potential credit losses and such losses to date have normally been within our expectations. We evaluate the solvency of our customers on an ongoing basis to determine if additional allowances for doubtful accounts receivable need to be recorded. We have historically not been exposed to a material amount of uncollectible receivable balances.

Price Risk

We are exposed to price fluctuations in the cost to procure substantially all the products we sell and our ability to reflect these changes, in a timely manner, in our customer pricing. Our operating performance may be affected by both upward and downward price fluctuations. We have a limited ability to control the timing and amount of changes in the cost to procure our products including supplier pricing, transportation and governmental fees. We seek to recover increases in our product costs by passing product cost increases on to our customers. Conversely, decreases in our product costs can correspondingly lower the price levels of the products we sell in order to remain competitive in our markets. Changes to product costs may lead to a reduction to our gross profit margins. We seek to minimize this risk through strategic inventory investments ahead of announced price increases, management of our inventory levels, our variable compensation plans for associates and the execution of our gross margin initiatives. We are also exposed to fluctuations in petroleum costs as we deliver a substantial portion of the products we sell by truck and fluctuations in prices for imported products due to logistical challenges. Such price fluctuations have from time to time produced volatility in our financial performance and could do so in the future.

Foreign Currency Risk

We are exposed to risks from foreign currency exchange rate fluctuations on the translation of our foreign operations into U.S. dollars. As of ~~November~~May 23, ~~2025~~2026, our foreign currency operations were not material and a hypothetical 10% change in the relative value of the U.S. dollar would not materially impact the Company’s net earnings.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports under the Exchange Act that we file with the U.S. Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) concluded that, as of ~~November~~May 23, ~~2025~~2026, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this Quarterly Report on Form 10-Q relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost–effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently party to any material legal proceedings. Nevertheless, we are from time to time involved in litigation incidental to the ordinary conduct of our business, including personal injury, workers’ compensation and business operations. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Like other companies in our industry, we have been subject to personal injury and property damage claims arising from the types of products that we distribute. As a distributor in this industry, we face an inherent risk of exposure to product liability claims in the event that the use of the products we have distributed in the past or may in the future distribute is alleged to have resulted in economic loss, personal injury or property damage or violated environmental, health or safety or other laws. Such product liability claims in the past have included, and may in the future include, allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. In particular, we have been and continue to be a defendant in asbestos-related litigation matters. See Item 1A. “Risk Factors—Risks Related to Our Business—The nature of our business exposes us to product liability, construction defect and warranty claims and other litigation and legal proceedings” in our Fiscal ~~2024~~2025 Annual Report on Form 10-K.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in Part I, Item1A ‘Risk Factors” in our Fiscal ~~2024~~2025 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

a. Sales of Unregistered Securities

None.

b. Use of Proceeds from Public Offering of Common Stock

None.

c. Issuer Purchases of Equity Securities

The following is a summary of our repurchases of shares of Class A common stock during the three months ended ~~November~~May 23, ~~2025~~2026:

Period	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) or Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions)
August 4 - August 31(1)	2,125	$	64.28	—	$	277
February 2 - February 28(1)	23,524	$	53.23	23,055	$	668
September 1 - September 30(1)(2)	876,478	50.23		—	233
March 1 - March 31(1)(2)	807,497	49.26		774,507	630
October 1 - November 2(1)(2)	114,397	52.68		—	227
April 1 - May 3(1)(2)	986,546	50.18		976,141	581
	993,000	$	50.54	—	$	227
	1,817,567	$	49.81	1,773,703	$	581

(1) Reflects repurchases by the Company of shares of our Class A common stock pursuant to employee tax withholding obligations and strike price settlement upon exercise of unit appreciation rights and vesting of restricted stock units pursuant to terms of the Company’s 2021 Omnibus Equity Incentive Plan.

(2) Includes the repurchase by the Company of ~~990~~1,~~136~~773,703 shares of our Class A common stock for an average price per share of $5049.5181 through open market transactions during the three months ended ~~November~~May 23, ~~2025~~2026 as part of the Repurchase Program (as defined in Note 1 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Director and Officer Trading Arrangements

Item 408(a) of Regulation S-K requires the Company to disclose whether any of its directors or officers have adopted or terminated (i) any trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); and/or (ii) any written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K. During the quarter ended ~~November~~May 23, ~~2025~~2026, the following activity occurred requiring disclosure under Item 408(a) of Regulation S-K.

~~Orvin~~Mark TR. ~~Kimbrough~~Witkowski, Chief Executive Officer and Director, adopted a new trading arrangement on ~~October~~April 176, ~~2025~~2026 providing for the sale of up to 27200,~~749~~000 aggregate shares of the Company’s Class A common stock between ~~January~~July 166, 2026 and ~~July~~January 166, ~~2026~~2027.

Margaret M. Newman, Director, adopted a new trading arrangement on October 8, 2025 providing for the sale of up to 38,616 aggregate shares of the Company’s Class A common stock between January 7, 2026 and December 31, 2026.

Each of the above trading arrangements is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s Policy on Trading in Securities.

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Item 6. Exhibits

ExhibitNumber						Description
10.1						~~Executive~~Amendment ~~Transition~~No. 6 to the ABL Credit Agreement, dated as of ~~September~~April 59, ~~2025~~2026, by and ~~between~~among Core & Main LP, the several banks and ~~John~~other Rfinancial institutions party thereto, Citibank, N.A., ~~Schaller~~as resigning administrative agent and collateral agent, and Wells Fargo Bank, National Association, as successor administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Core & Main’s ~~Quarterly~~Current Report on Form 108-~~Q for the quarterly period ended August 3~~K, ~~2025~~ filed on ~~September~~April 910, ~~2025~~2026).†
10.2†						Employment Agreement, dated as of April 1, 2026, by and between Core & Main LP and Jackie M Burkhardt.*
10.3†						Retirement and Release Agreement, dated as of April 1, 2026, by and between Core & Main LP and Mark G Whittenburg.*
31.1						Certification by Mark R. Witkowski, Core & Main’s Principal Executive Officer, pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2						Certification by Robyn L. Bradbury, Core & Main’s Principal Financial Officer, pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1						Certification by Mark R. Witkowski, Core & Main’s Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2						Certification by Robyn L. Bradbury, Core & Main’s Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.*
101.SCH						Inline XBRL Taxonomy Extension Schema Document.*
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).*

* Filed herewith.

** Furnished herewith.

† Identifies each management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 9, 2025	CORE & MAIN, INC.
Date: June 10, 2026	CORE & MAIN, INC.
	By:	/s/ Mark R. Witkowski
		Name: Mark R. Witkowski
		Title: Chief Executive Officer and Director
		(Principal Executive Officer)
	By:	/s/ Robyn L. Bradbury
		Name: Robyn L. Bradbury
		Title: Chief Financial Officer
		(Principal Financial Officer)

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