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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
___________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2026

___________________________

Core & Main, Inc.
(Exact name of registrant as specified in its charter)
___________________________

Delaware
001-40650
86-3149194
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


1830 Craig Park Court
St. Louis, Missouri
63146
(Address of principal executive offices)
(Zip Code)

(314) 432-4700
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)
___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Class
Trading Symbol
Name of Each Exchange
on Which Registered
Class A common stock, par value $0.01 per share
CNM
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐




Item 2.02. Results of Operations and Financial Conditions.

On March 24, 2026, Core & Main, Inc. (“Core & Main”) issued a press release announcing its results of operations for the fiscal fourth quarter and the fiscal year ended February 1, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

On March 24, 2026, Core & Main posted to the “Investor Relations” section of its website the presentation that accompanied the earnings conference call. A copy of the investor presentation is attached hereto as Exhibit 99.2.

The information provided pursuant to this Item 2.02 and in Exhibit 99.1 and Exhibit 99.2 is being “furnished” herewith and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by Core & Main under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in any such filings.



Item 9.01. Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.
Description
99.1
99.2
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)*

* Filed herewith.
** Furnished herewith.




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 hereunto duly authorized.

Core & Main, Inc.
By:
/s/ Mark G. Whittenburg
Name:
Mark G. Whittenburg
Title:
General Counsel and Secretary

Date: March 24, 2026


News Release






FOR IMMEDIATE RELEASE

Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results

ST. LOUIS, March 24, 2026—Core & Main, Inc. (NYSE: CNM) ("Core & Main"), a leading specialty distributor dedicated to advancing reliable infrastructure with local service, nationwide, today announced financial results for the fourth quarter and fiscal year ended February 1, 2026 ("fiscal 2025"). The fourth quarter and fiscal year ended February 1, 2026 represents 13- and 52-week periods, respectively, compared with 14- and 53-week periods for the fourth quarter and fiscal year ended February 2, 2025 ("fiscal 2024").

Fiscal 2025 Fourth Quarter Results (Compared with Fiscal 2024 Fourth Quarter)

Net sales decreased 6.9% to $1,581 million; Average daily net sales increased 0.9%
Gross profit margin increased 50 bps to 27.1%
Net income increased 9.0% to $73 million
Diluted earnings per share increased 12.1% to $0.37
Adjusted Diluted Earnings Per Share (Non-GAAP) increased 2.0% to $0.52
Adjusted EBITDA (Non-GAAP) decreased 6.7% to $167 million; Adjusted EBITDA margin (Non-GAAP) increased 10 bps to 10.6%
Net cash provided by operating activities of $268 million
Fiscal 2025 Results (Compared with Fiscal 2024)
Net sales increased 2.8% to $7,647 million, Average daily net sales increased 4.8%
Gross profit margin increased 30 bps to 26.9%
Net income increased 6.5% to $462 million
Diluted earnings per share increased 8.5% to $2.31
Adjusted Diluted Earnings Per Share (Non-GAAP) increased 6.8% to $2.97
Adjusted EBITDA (Non-GAAP) increased 0.1% to $931 million; Adjusted EBITDA margin (Non-GAAP) decreased 30 bps to 12.2%
Net cash provided by operating activities of $650 million
Deployed $155 million of cash to repurchase 3.2 million shares during fiscal 2025, and deployed an additional $39 million to repurchase 0.8 million shares subsequent to year end
“Fiscal 2025 marked our 16th consecutive year of sales growth, a result that reflects the resilience of our business, the long-term strength of our end markets and the disciplined execution by our teams across the country," said Mark Witkowski, CEO of Core & Main.

"Our sales initiatives performed well throughout the year as we continued to expand our role as a solutions partner for aging water infrastructure. Fusible high-density polyethylene, treatment plant solutions, and geosynthetics delivered double-digit average daily net sales growth. Collectively, these categories deepen our value proposition and position Core & Main to support complex projects of any size with local expertise and national scale.

cont.


We also expanded our footprint through disciplined organic and inorganic investments during and shortly after the year, opening ten new branches in attractive markets and completing two complementary acquisitions that enhance our presence in high-growth geographies and extend our service capabilities.

We continued to structurally enhance gross margins through private label growth and disciplined sourcing and pricing execution. In parallel, we executed cost actions with a clear framework for efficiency gains as we scale. Strong cash generation supported balanced capital deployment, including approximately $155 million of share repurchases during the year.

Looking ahead to fiscal 2026, our priorities are clear. We will continue to expand our offering and service capabilities in higher-growth product categories, pursue measured greenfield expansion, execute disciplined acquisitions, and invest in technology solutions to drive productivity and enhance the customer experience. We believe these actions position Core & Main to compound market share gains, expand margins and sustain strong cash flow over time.”

Three Months Ended February 1, 2026

Net sales for the three months ended February 1, 2026 decreased $117 million, or 6.9%, to $1,581 million compared with $1,698 million for the three months ended February 2, 2025. Net sales decreased primarily due to one less selling week compared to prior year while average daily net sales increased 0.9%. Average daily net sales decreased for pipes, valves & fittings and storm drainage primarily due to lower volumes. Average daily net sales for fire protection increased primarily due to higher volumes and higher average selling prices. Average daily net sales for meters increased due to higher volumes.

Gross profit for the three months ended February 1, 2026 decreased $23 million, or 5.1%, to $428 million compared with $451 million for the three months ended February 2, 2025. Gross profit as a percentage of net sales for the three months ended February 1, 2026 was 27.1% compared with 26.6% for the three months ended February 2, 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.

Selling, general and administrative (“SG&A”) expenses for the three months ended February 1, 2026 decreased $15 million, or 5.4%, to $264 million compared with $279 million for the three months ended February 2, 2025. The decrease was primarily attributable to one less selling week compared to the prior year and cost reduction initiatives partially offset by inflationary cost impacts and investments in personnel and technology. SG&A expenses as a percentage of net sales was 16.7% for the three months ended February 1, 2026 compared with 16.4% for the three months ended February 2, 2025. The increase was primarily attributable to inflationary cost impacts and investments in personnel and technology.

Operating income for the three months ended February 1, 2026 decreased $6 million, or 4.8%, to $118 million compared with $124 million for the three months ended February 2, 2025. The decrease in operating income was primarily attributable to lower gross profit partially offset by lower SG&A.

Net income for the three months ended February 1, 2026 increased $6 million, or 9.0%, to $73 million compared with $67 million for the three months ended February 2, 2025. The increase in net income was primarily attributable to a decrease in interest expense and an increase in other income partially offset by a decrease in operating income.

The Class A common stock basic earnings per share for the three months ended February 1, 2026 increased $0.03, or 8.8%, to $0.37 compared with $0.34 for the three months ended February 2, 2025. The Class A common stock diluted earnings per share for the three months ended February 1, 2026 increased $0.04, or 12.1%, to $0.37 compared with $0.33 for the three months ended February 2, 2025. 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.
Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results


Adjusted EBITDA for the three months ended February 1, 2026 decreased $12 million, or 6.7%, to $167 million compared with $179 million for the three months ended February 2, 2025. The decrease in Adjusted EBITDA was primarily attributable to lower gross profit, in part due to one less selling week compared to the prior year, partially offset by lower SG&A expenses. For a reconciliation of Adjusted EBITDA to net income or net income attributable to Core & Main, Inc., the most comparable GAAP (as defined below) financial metric, as applicable, see "Non-GAAP Financial Measures" below.

Adjusted Diluted Earnings Per Share ("Adjusted Diluted EPS") for the three months ended February 1, 2026 increased 2.0% to $0.52 compared with $0.51 for the three months ended February 2, 2025. The increase in Adjusted Diluted EPS 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 EPS to diluted earnings per share, the most comparable GAAP financial metric, as applicable, see “Non-GAAP Financial Measures” below.

Fiscal Year Ended February 1, 2026

Net sales for fiscal 2025 increased $206 million, or 2.8%, to $7,647 million compared with $7,441 million for fiscal 2024. Net sales increased primarily due to a 4.8% increase in average daily net sales driven by higher volumes and acquisitions partially offset by one less selling week compared to prior year. Average daily net sales increased for pipes, valves & fittings, storm drainage and meters primarily due to higher volumes and acquisitions. Average daily net sales increased for fire protection products primarily due to higher average selling prices and acquisitions.

Gross profit for fiscal 2025 increased $79 million, or 4.0%, to $2,059 million compared with $1,980 million for fiscal 2024. Gross profit as a percentage of net sales for fiscal 2025 was 26.9% compared with 26.6% for fiscal 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 for fiscal 2025 increased $76 million, or 7.1%, to $1,154 million compared with $1,078 million during fiscal 2024. SG&A expenses as a percentage of net sales was 15.1% for fiscal 2025 compared with 14.5% for fiscal 2024. The increase was primarily attributable to higher acquisition-related costs, higher personnel expenses, including higher variable compensation costs and higher employee benefits costs, increases in other distribution-related expenses driven by inflation and increased sales volume and investments in personnel and technology partially offset by one less selling week compared to prior year and cost reduction initiatives.

Operating income for fiscal 2025 increased $3 million, or 0.4%, to $722 million compared with $719 million during fiscal 2024. The increase in operating income was primarily attributable to higher gross profit partially offset by higher SG&A expenses.

Net income for fiscal 2025 increased $28 million, or 6.5%, to $462 million compared with $434 million for fiscal 2024. The increase in net income was primarily attributable to a decrease in interest expense and an increase in operating income.

The Class A common stock basic earnings per share for fiscal 2025 increased 8.4% to $2.32 compared with $2.14 for fiscal 2024. The Class A common stock diluted earnings per share for fiscal 2025 increased 8.5% to $2.31 compared with $2.13 for fiscal 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 for fiscal 2025 increased $1 million, or 0.1%, to $931 million compared with $930 million for fiscal 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" below.


Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results


Adjusted Diluted EPS for fiscal 2025 increased 6.8% to $2.97 compared with $2.78 for fiscal 2024. The increase in Adjusted Diluted EPS 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 EPS to diluted earnings per share, the most comparable GAAP financial metric, as applicable, see “Non-GAAP Financial Measures” below.

Liquidity and Capital Resources

Net cash provided by operating activities increased by $29 million to $650 million for fiscal 2025 compared with $621 million for fiscal 2024. The increase in cash provided by operating activities was primarily due to lower interest payments, lower income tax payments and an increase in net income partially offset by a higher investment in working capital in fiscal 2025.

Net debt, calculated as gross consolidated debt net of cash and cash equivalents, as February 1, 2026 was $1,946 million compared with $2,275 million as of February 2, 2025. The decrease in Net Debt was primarily attributable to lower borrowings on our senior asset-based revolving credit facility ("Senior ABL Credit Facility").

As of February 1, 2026, there were no outstanding borrowings on our senior asset-based revolving credit facility ("Senior ABL Credit Facility"), which provides for borrowings of up to $1,250 million, subject to borrowing base availability. As of February 1, 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.

Fiscal 2026 Outlook

Based on current market conditions and expected execution of its strategic priorities, Core & Main provides the following outlook for the fiscal year ended January 31, 2027 ("fiscal 2026"):
Net sales of $7,800 to $7,900 million, reflecting net sales growth of 2% to 3%
Adjusted EBITDA (Non-GAAP) of $950 to $980 million
Adjusted EBITDA Margin (Non-GAAP) of 12.2% to 12.4%
Operating Cash Flow of 60% to 70% of Adjusted EBITDA
This outlook assumes flat pricing and end-market performance, contributions from previously closed acquisitions, continued execution of its organic growth initiatives, and the benefit of fiscal 2025 cost actions.

Conference Call & Webcast Information

Core & Main will host a conference call and webcast on March 24, 2026, at 8:30 a.m. ET to discuss the company's financial results. The live webcast will be accessible via the events calendar at ir.coreandmain.com. The conference call may also be accessed by dialing (833) 470-1428 or +1 (646) 844-6383 (international). The passcode for the live call is 758719. To ensure participants are connected for the full call, please dial in at least 10 minutes prior to the start of the call.

An archived version of the webcast will be available immediately following the call. A slide presentation highlighting Core & Main’s results will also be made available on the Investor Relations section of Core & Main’s website prior to the call.





Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results


About Core & Main

Based in St. Louis, Core & Main is a leader in advancing reliable infrastructure® with local service, nationwide®. As a specialty distributor with a focus on water, wastewater, storm drainage and fire protection products and related services, Core & Main provides solutions to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets in the United States and Canada. With more than 370 locations, the company provides its customers local expertise backed by a national supply chain. Core & Main’s 5,600 associates are committed to helping their communities thrive with safe and reliable infrastructure. Visit coreandmain.com to learn more.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, all statements other than statements of historical or current facts contained in this press release, 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 press release. 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 press release, 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 1, 2026 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026, 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 press release.

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;
Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results


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 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 our 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 Core & Main Holdings, LP, as amended, and the Tax Receivable Agreements (each as defined in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026); 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 Annual Report on Form 10-K for the fiscal year ended February 1, 2026.

Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact:
Investor Relations:
Glenn Floyd, 314-995-9108
InvestorRelations@CoreandMain.com

Media Relations:
Patrick Lunsford, 314-789-0726
Media@CoreandMain.com
Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results


CORE & MAIN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Amounts in millions (except share and per share data)

Three Months EndedFiscal Years Ended
February 1, 2026February 2, 2025February 1, 2026February 2, 2025
Net sales$1,581 $1,698 $7,647 $7,441 
Cost of sales1,153 1,247 5,588 5,461 
Gross profit428 451 2,059 1,980 
Operating expenses:
Selling, general and administrative264 279 1,154 1,078 
Depreciation and amortization46 48 183 183 
Total operating expenses310 327 1,337 1,261 
Operating income118 124 722 719 
Interest expense(29)(36)(120)(142)
Other income— — 
Income before provision for income taxes94 88 607 577 
Provision for income taxes21 21 145 143 
Net income73 67 462 434 
Less: net income attributable to non-controlling interests21 23 
Net income attributable to Core & Main, Inc.$70 $64 $441 $411 
Earnings per share
Basic$0.37 $0.34 $2.32 $2.14 
Diluted$0.37 $0.33 $2.31 $2.13 
Number of shares used in computing EPS
Basic188,980,265 190,063,322 189,723,857 191,617,275 
Diluted196,542,925 199,474,771 197,861,786 201,442,750 
Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results


CORE & MAIN, INC.
CONSOLIDATED BALANCE SHEETS
Amounts in millions (except share and per share data)

February 1, 2026February 2, 2025
ASSETS
Current assets:
Cash and cash equivalents$220 $
Receivables, net of allowance for credit losses of $22 and $181,048 1,066 
Inventories986 908 
Prepaid expenses and other current assets48 43 
Total current assets2,302 2,025 
Property, plant and equipment, net178 168 
Operating lease right-of-use assets287 244 
Intangible assets, net823 935 
Goodwill1,920 1,898 
Deferred income taxes565 558 
Other assets10 42 
Total assets$6,085 $5,870 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt$24 $24 
Accounts payable512 562 
Accrued compensation and benefits123 123 
Current operating lease liabilities75 67 
Other current liabilities140 90 
Total current liabilities874 866 
Long-term debt2,124 2,237 
Non-current operating lease liabilities214 178 
Deferred income taxes89 87 
Tax receivable agreement liabilities680 706 
Other liabilities30 22 
Total liabilities4,011 4,096 
Commitments and contingencies
Class A common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 188,770,435 and 189,815,899 shares issued and outstanding as of February 1, 2026 and February 2, 2025, respectively
Class B common stock, par value $0.01 per share, 500,000,000 shares authorized,
6,611,263 and 7,936,061 shares issued and outstanding as of February 1, 2026
and February 2, 2025, respectively
— — 
Additional paid-in capital1,246 1,220 
Retained earnings755 449 
Accumulated other comprehensive (loss) income(6)27 
Total stockholders’ equity attributable to Core & Main, Inc.1,997 1,698 
Non-controlling interests77 76 
Total stockholders’ equity2,074 1,774 
Total liabilities and stockholders’ equity$6,085 $5,870 
Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results


CORE & MAIN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Amounts in millions
Fiscal Years Ended
February 1, 2026February 2, 2025
Cash Flows From Operating Activities:
Net income$462 $434 
Adjustments to reconcile net cash from operating activities:
Depreciation and amortization192 194 
Equity-based compensation expense17 14 
Deferred income tax expense28 13 
Other— 
Changes in assets and liabilities:
(Increase) decrease in receivables26 (2)
(Increase) decrease in inventories(70)(36)
(Increase) decrease in other assets(13)
Increase (decrease) in accounts payable(59)14 
Increase (decrease) in accrued liabilities48 (5)
Net cash provided by operating activities650 621 
Cash Flows From Investing Activities:
Capital expenditures(46)(35)
Acquisitions of businesses, net of cash acquired(61)(741)
Other(38)(12)
Net cash used in investing activities(145)(788)
Cash Flows From Financing Activities:
Repurchase and retirement of equity interests(155)(176)
Distributions to non-controlling interest holders(7)(11)
Payments pursuant to Tax Receivable Agreements(18)(11)
Borrowings on asset-based revolving credit facility150 774 
Repayments on asset-based revolving credit facility(243)(1,110)
Issuance of long-term debt— 950 
Repayments of long-term debt(24)(223)
Debt issuance costs— (15)
Other (4)
Net cash (used in) provided by financing activities(293)174 
Increase in cash and cash equivalents
212 
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period$220 $
Cash paid for interest (excluding effects of interest rate swap)$133 $197 
Cash paid for income taxes 79 143 
Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results


Non-GAAP Financial Measures

In addition to providing results that are determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"), we present EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Net Debt and Adjusted Diluted EPS, 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, (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. We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales. We define Net Debt as total consolidated debt (gross of unamortized discounts and debt issuance costs), net of cash and cash equivalents.

We define Adjusted Diluted EPS 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 (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 EPS.

We use EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Net Debt and Adjusted Diluted EPS to assess the operating results and effectiveness and efficiency of our business. Adjusted EBITDA and Adjusted Diluted EPS 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 investors should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

No reconciliation of the estimated range for Adjusted EBITDA and Adjusted EBITDA margin for fiscal 2026 is included herein because we are unable to quantify certain amounts that would be required to be included in net income attributable to Core & Main, Inc., without unreasonable efforts due to the high variability and difficulty to predict certain items excluded from Adjusted EBITDA. Consequently, we believe such reconciliation would imply a degree of precision that would be misleading to investors. In particular, the effects of acquisition expenses cannot be reasonably predicted in light of the inherent difficulty in quantifying such items on a forward-looking basis. We expect the variability of these excluded items may have an unpredictable, and potentially significant, impact on our future GAAP financial results.











Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results


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:

(Amounts in millions)
Three Months EndedFiscal Years Ended
February 1, 2026February 2, 2025February 1, 2026February 2, 2025
Net income attributable to Core & Main, Inc.$70$64$441$411
Plus: net income attributable to non-controlling interests332123
Net income7367462434
Depreciation and amortization (1)
4649186186
Provision for income taxes2121145143
Interest expense2936120142
EBITDA$169$173$913$905
Equity-based compensation331714
Acquisition and other expenses (2)
3611
Other income
(5)(5)
Adjusted EBITDA$167$179$931$930
(1)Includes depreciation of certain assets which is 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).






























Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results


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

Three Months EndedFiscal Years Ended
February 1, 2026February 2, 2025February 1, 2026February 2, 2025
Diluted earnings per share$0.37 $0.33 $2.31 $2.13 
Amortization of intangible assets0.19 0.20 0.75 0.75 
Equity-based compensation0.02 0.02 0.09 0.07 
Acquisition and other expenses (1)
— 0.02 0.03 0.05 
Other income
(0.03)— (0.03)— 
Income tax impact of adjustments (2)
(0.02)(0.06)(0.18)(0.22)
Adjusted Diluted Earnings Per Share$0.52 $0.51 $2.97 $2.78 
(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 non-GAAP adjustments for amortization of intangibles, equity-based compensation, and acquisition and other expenses.



The following table sets forth a calculation of Net Debt for the periods presented:

(Amounts in millions)
Fiscal Years Ended
February 1, 2026February 2, 2025
Senior ABL Credit Facility due February 2029$— $93 
Senior Term Loan due July 20281,233 1,248 
Senior Term Loan due February 2031933 942 
Total Debt$2,166 $2,283 
Less: Cash & Cash Equivalents(220)(8)
Net Debt$1,946$2,275
Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results
Fiscal 2025 Fourth Quarter and Full-Year Results MARCH 24, 2026


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. CAUTIONARY STATEMENTS Cautionary Note Regarding Forward-Looking Statements This presentation and accompanying discussion may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, all statements other than statements of historical or current facts contained in this presentation 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 presentation. 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 presentation, 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 1, 2026 (“Annual Report on Form 10-K”) and other factors discussed in our filings with the United States Securities and Exchange Commission, 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 presentation. 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 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 our 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 Core & Main Holdings, LP as amended, and the Tax Receivable Agreements (each as defined in our Annual Report on Form 10-K); 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 described under “Risk Factors” in our Annual Report on Form 10- K . These factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, which speak only as of the date of this presentation. Use of Non-GAAP Financial Measures In addition to providing results that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we present EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Net Debt, Adjusted Diluted Earnings Per Share (“Adjusted Diluted EPS"), Free Cash Flow and Free Cash Flow Yield, 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 use EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Net Debt, Adjusted Diluted EPS, Free Cash Flow and Free Cash Flow Yield to assess the operating results and effectiveness and efficiency of our business. We present these non-GAAP financial measures because we believe 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 should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Reconciliations of such non-GAAP measures to the most directly comparable GAAP measure and calculations of the non-GAAP measures are set forth in the appendix of this presentation. No reconciliation of the estimated range for Adjusted EBITDA and Adjusted EBITDA margin for fiscal 2026 is included herein because we are unable to quantify certain amounts that would be required to be included in net income attributable to Core & Main, Inc. without unreasonable efforts due to the high variability and difficulty to predict certain items excluded from Adjusted EBITDA. Consequently, we believe such reconciliation would imply a degree of precision that would be misleading to investors. In particular, the effects of acquisition expenses cannot be reasonably predicted in light of the inherent difficulty in quantifying such items on a forward-looking basis. We expect the variability of these excluded items may have an unpredictable, and potentially significant, impact on our future GAAP financial results. Presentation of Financial Information The accompanying financial information presents the results of operations, financial position and cash flows of Core & Main, Inc. (“Core & Main” or the “Company”) and its subsidiaries, which includes the consolidated financial information of Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), and its consolidated subsidiary, Core & Main LP, as the legal entity that conducts the operations of the Company. Core & Main is the primary beneficiary and general partner of Holdings and has decision making authority that significantly affects the economic performance of the entity. As a result, Core & Main consolidates the consolidated financial statements of Holdings. All intercompany balances and transactions have been eliminated in consolidation. The Company records non-controlling interests related to Partnership Interests (as defined in our Annual Report on Form 10-K) held by the Continuing Limited Partners (as defined in our Annual Report on Form 10-K) in Holdings. 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. The three months ended February 1, 2026 included 13 weeks, while the three months ended February 2, 2025 included 14 weeks. The fiscal year period ended February 1, 2026 ("fiscal 2025") included 52 weeks, while the fiscal year period ended February 2, 2025 ("fiscal 2024") included 53 weeks. The next fiscal year ending January 31, 2027 (“fiscal 2026”) will include 52 weeks. 2


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. TODAY'S PRESENTERS Mark Witkowski Chief Executive Officer Robyn Bradbury Chief Financial Officer Glenn Floyd Director, Investor Relations 3 Brad Cowles President


 
Business Update MARK WITKOWSKI


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 17% 5 CORE & MAIN SNAPSHOT Key Stats Market Reach $10.4B Market Cap $7.6B Net Sales $931M Adjusted EBITDA(2) 370+ Branches ~5,600 Associates 60K+ Customers 5,000+ Suppliers Total Market Share $44B TAM Market Mix New Construction vs. Repair & Replace (1) As of the fiscal year ended February 1, 2026. (2) Adjusted EBITDA is a non-GAAP financial measure. Refer to the appendix for a reconciliation to the nearest GAAP measure. (3) Based on independent third-party research and management estimates. (4) Total addressable market is inclusive of the United States and Canada. Leader in Advancing Reliable Infrastructure with Local Service, Nationwide $462M Net Income Branch locations Headquarters 225K+ Products (1) (1) (1) (1) 50%50% New Construction Repair & Replace 44% 38% 18% Municipal Non-Residential Residential (1) 20% U.S. Market Share $39B TAM(3) (1) (3)(4)


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. COMPELLING VALUE PROPOSITION 6 Local Expertise National Capabilities Value to SuppliersValue to Customers We deliver essential infrastructure products and solutions to communities for water, wastewater, storm drainage, and fire protection needs. We succeed by investing in our people to know their industries, products and customers, connecting local experts within our national network to deliver anytime, anywhere.


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. FY25 ACCOMPLISHMENTS Consistent Execution in a Dynamic Operating Environment ▪ Achieved FY25 net sales of $7.65B, Adjusted EBITDA(1) of $931M and Adjusted Diluted EPS(1) of $2.97 ▪ Broadened our product portfolio to address aging water infrastructure ▪ Expanded footprint with targeted growth investments – Opened ten new greenfields in attractive markets during and shortly after FY25 – Completed two complementary acquisitions: Canada Waterworks and Pioneer Supply ▪ Structurally improved gross margins through initiative execution – FY25 gross margins improved 30 bps YoY to 26.9% – Private label now ~5% of sales (+100 bps YoY), supported by additional distribution capacity and SKUs ▪ Executed $30M of annualized cost actions without compromising customer service – Continued investment in growth-focused roles and technology to drive efficiency ▪ Generated strong operating cash flow of $650M supporting organic growth, M&A and shareholder returns – Deployed $155M in FY25 to repurchase 3.2M shares – Deployed $39M to repurchase 0.8M shares subsequent to year-end 7 (1) Adjusted EBITDA and Adjusted Diluted EPS are non-GAAP financial measures. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure.


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 8 U.S. Municipal Water Infrastructure Spending(1) Non-Residential Starts(2) Single Family Housing Starts(3) Considerations SECULAR END MARKET TRENDS (1) Source: Congressional Budget Office. (2025, February). Public spending on transportation and water infrastructure, 1956 to 2023 (Publication No. 60874). (2) Source: Dodge Data & Analytics. Represents non-residential building starts (measured in square feet) per million of U.S. population. (3) Source: U.S. Census Bureau. Represents single-family housing starts per million of U.S. population. Our End Markets Are Poised for Long-Term Growth ▪ Municipal end market benefits from a large base of aging infrastructure that drives consistent repair and replacement demand, complemented by incremental federal and state funding that expands the long-term growth opportunity. ▪ Non-residential end market supported by U.S. re-industrialization, with manufacturing and mega project trends driving multi-year construction activity. ▪ Decades of underbuilding relative to household formation have created a structural housing undersupply and a long runway for new residential lot development; recent housing trends only exacerbate the issue.


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 9 SALES INITIATIVES DRIVING MARKET SHARE GAINS Industry-Leading Capabilities Drive Consistent Above Market Growth Meters Fusible HDPETreatment Plant Solutions Geosynthetics Geographic ExpansionStrategic Accounts


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. DRIVING SUSTAINABLE GROWTH THROUGH M&A 10 Deep & Actionable Acquisition Pipeline… …Backed by a Proven Integration Playbook Significant Growth Opportunity in a Highly Fragmented Market Regional & Local Distribution $44B Addressable Market(1) (1) Based on independent third-party research and management estimates. Hundreds of Acquisition Targets 50+ Actionable Opportunities ~12 Opportunities in Pipeline at Any Point in Time $1B+ Sales Opportunity Over Next 5 Years ▪ Clear strategic and financial criteria focused on geographic and product line expansion ▪ Proprietary acquisition sourcing model supported by deep industry relationships and detailed market mapping exercises ▪ Disciplined valuation framework targeting return-accretive transactions with executable synergies ▪ Flexible integration approach that preserves local operating model while unlocking scale benefits across sourcing and operations ▪ Seller benefits include broader product breadth, industry-specific technology, national scale and resources, shared administrative support, and best-in-class training and career development opportunities


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. MULTIPLE LEVERS TO DRIVE MARGIN EXPANSION 11 Private Label Sourcing & Pricing Optimization Technology & Innovation Internal master distributor platform enabling direct-sourcing of private and white-label products National buying expertise & proactive product management to enhance profitability Focused investment in core business processes Products enhanced to meet local specification requirements Equal or better products at similar market prices Utilize purchase history, market conditions and strong supplier relationships to optimize supplier terms Drive new product growth through our branch network Deploying new technology solutions that can deliver measurable impacts Significant long-term opportunity to improve efficiency and scale our growthNational scale and industry expertise drive value-based pricing, supported by data insights and local decision-making


 
Financial Results ROBYN BRADBURY


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $67 $73 Q4'24 Q4'25 $0.33 $0.37 Q4'24 Q4'25 $1,698 $1,581 Q4'24 Q4'25 $0.51 $0.52 Q4'24 Q4'25 $179 $167 Q4'24 Q4'25 $451 $428 Q4'24 Q4'25 13 Q4 2025 FINANCIAL RESULTS Net Sales Net Income ($ in Millions, Except Per Share Amounts) Gross Profit Adjusted EBITDA(2) Diluted EPS Adjusted Diluted EPS(2) (7%) % of Sales 26.6% 27.1%+50 bps (5%) +70 bps% of Sales +9% 10.6%10.5% +10 bps% of Sales(2) (7%) +12% 3.9% 4.6% +2% +1% Avg. Daily Sales Growth(1) (1) Average daily net sales represents total net sales divided by the number of available billing days in each period. The three months ended February 1, 2026 included 60 days, while the three months ended February 2, 2025 included 65 days. (2) Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Diluted EPS are non-GAAP financial measures. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure.


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $434 $462 FY24 FY25 $2.13 $2.31 FY24 FY25 $7,441 $7,647 FY24 FY25 $2.78 $2.97 FY24 FY25 $930 $931 FY24 FY25 $1,980 $2,059 FY24 FY25 14 FY25 FINANCIAL RESULTS Net Sales Net Income ($ in Millions, Except Per Share Amounts) Gross Profit Adjusted EBITDA(2) Diluted EPS Adjusted Diluted EPS(2) (1) Average daily net sales represents total net sales divided by the number of available billing days in each period. Fiscal 2025 included 252 days, while fiscal 2024 included 257 days. (2) Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Diluted EPS are non-GAAP financial measures. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure. +3% % of Sales 26.6% 26.9%+30 bps +4% +20 bps % of Sales +7% 12.2%12.5% (30 bps)% of Sales(2) 0% +9% +7% 5.8% 6.0% +5% Avg. Daily Sales Growth(1)


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $931 $650 FY25 Adjusted EBITDA Interest Working Capital Taxes Other FY25 Operating Cash Flow 5.8% 2.9% 2.1% CNM S&P 500 Specialty Distributor Peers Share Repurchases ($155M) Acquisitions ($61M) Capital Expenditures ($46M) Debt Service ($24M) 15 FY25 CASH FLOW & BALANCE SHEET ($ in Millions) Operating Cash Flow Capital Structure Capital Allocation Free Cash Flow Yield(1)(4) Facility Maturity Interest Rate As of 2/1/26 Senior ABL Credit Facility 2/9/29 S + 125(3) — Senior Term Loan due 2028 7/27/28 S + 200 1,233 Senior Term Loan due 2031 2/9/31 S + 200 933 Total Debt 2,166 Less: Cash & Cash Equivalents (220) Net Debt(1) $ 1,946 $286M (1) Adjusted EBITDA, Net Debt and Free Cash Flow Yield are non-GAAP financial measures. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure. (2) Represents operating cash taxes paid to the IRS and other state & local taxing authorities. Does not include the portion of our tax obligation distributed to non- controlling interest holders as a financing cash outflow. (3) Carries interest at term secured overnight financing rate ("Term SOFR") plus a margin ranging from 125 to 175 basis points, depending on borrowing capacity. (4) Defined as last twelve months free cash flow (net cash provided by operating activities minus capital expenditures) divided by market capitalization as of February 1, 2026. (5) Includes Ferguson, SiteOne Landscape Supply, Pool Corporation and Watsco. (5) ($103) (1) (2) ($104) $5($79)


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. FISCAL 2026 OUTLOOK 16 (1) Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Refer to “Use of Non-GAAP Financial Measures” for a discussion regarding the lack of a reconciliation of these estimated ranges. (2) Defined as net cash provided by (used in) operating activities divided by Adjusted EBITDA for the period presented. Disciplined Outlook with Margin Progress and Strong Cash Flow Generation ($ in Millions) FY25 FY26 Outlook Net Sales $7,647 $7,800 - $7,900 Adjusted EBITDA(1) $931 $950 - $980 Adjusted EBITDA Margin(1) 12.2% 12.2% - 12.4% Operating Cash Flow Conversion(2) 70% 60% - 70%


 
Appendix


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. PRODUCT & SERVICE OFFERING 18


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. CAPITAL ALLOCATION FRAMEWORK 19 Priority Uses for Capital Organic Growth & Operational Initiatives M&A Share Repurchases or Dividends Significant Cash Generation with a Focus on Fueling Growth & Shareholder Returns ▪ Expect future capital expenditures to average ~0.7% – 0.8% of net sales ▪ Maintain a robust M&A pipeline and a disciplined approach to sourcing, acquiring and integrating businesses ▪ Deploy surplus capital towards share repurchases and/or dividends, subject to board approval and market conditions Operating Cash Flow Target ~60% – 70% of Adjusted EBITDA Maintain Flexible Balance Sheet with Net Debt Leverage Target of 1.5x – 3.0x


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 27 Branches 20 CONSISTENT TRACK RECORD OF M&A 20182017 2019 2020 2021 2022 2023 2024 2025 3 Branches 4 Branches 15 Branches 18 Branches 14 Branches 20 Branches 40 Branches 5 Branches ~$50M ~$20M ~$200M ~$220M ~$150M ~$160M ~$330M ~$620M ~$95M Acquired Sales ~145 Branches and ~$1.8B of Sales Acquired Since 2017


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 21 (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). ($ in Millions) Adjusted EBITDA & Adjusted EBITDA Margin Three Months Ended Fiscal Years Ended February 1, 2026 February 2, 2025 February 1, 2026 February 2, 2025 Net income attributable to Core & Main, Inc. $ 70 $ 64 $ 441 $ 411 Plus: net income attributable to non-controlling interests 3 3 21 23 Net income 73 67 462 434 Depreciation and amortization (1) 46 49 186 186 Provision for income taxes 21 21 145 143 Interest expense 29 36 120 142 EBITDA $ 169 $ 173 $ 913 $ 905 Equity-based compensation 3 3 17 14 Acquisition and other expenses (2) — 3 6 11 Other income (5) — (5) — Adjusted EBITDA $ 167 $ 179 $ 931 $ 930 Adjusted EBITDA Margin: Net Sales $ 1,581 $ 1,698 $ 7,647 $ 7,441 Adjusted EBITDA / Net Sales 10.6% 10.5% 12.2% 12.5% Net Income Margin: Net Sales $ 1,581 $ 1,698 $ 7,647 $ 7,441 Net Income / Net Sales 4.6% 3.9% 6.0% 5.8%


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 22 Adjusted Diluted EPS (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 costs related to our initial public offering and subsequent secondary offerings reflected in selling, general and administrative expenses in our Statement of Operations. (3) Represents the tax impact on non-GAAP adjustments for amortization of intangibles, equity-based compensation, acquisition and other expenses, and offering expenses. Three Months Ended Fiscal Years Ended February 1, 2026 February 2, 2025 February 1, 2026 February 2, 2025 January 28, 2024 Diluted earnings per share $ 0.37 $ 0.33 $ 2.31 $ 2.13 $ 2.15 Amortization of intangible assets 0.19 0.20 0.75 0.75 0.54 Equity-based compensation 0.02 0.02 0.09 0.07 0.04 Acquisition and other expenses (1) — 0.02 0.03 0.05 0.03 Offering expenses (2) — — — — 0.02 Other income (0.03) — (0.03) — — Income tax impact of adjustments (3) (0.02) (0.06) (0.18) (0.22) (0.16) Adjusted Diluted Earnings Per Share $ 0.52 $ 0.51 $ 2.97 $ 2.78 $ 2.62


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 23 ($ in Millions, Except Share and Per Share Amounts) Free Cash Flow & Free Cash Flow Yield (1) As of February 1, 2026. Fiscal Year Ended Three Months Ended February 1, 2026 February 1, 2026 November 2, 2025 August 3, 2025 May 4, 2025 Operating Cash Flow $ 650 $ 268 $ 271 $ 34 $ 77 Less: Capital Expenditures (46) (15) (8) (10) (13) Free Cash Flow $ 604 $ 253 $ 263 $ 24 $ 64 Class A Shares(1) 188,770,435 Class B Shares(1) 6,611,263 Total Shares Outstanding 195,381,698 Share Price(1) $ 53.36 Market Capitalization 10,426 Free Cash Flow Yield 5.8%


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 24 ($ in Millions) Net Debt As of February 1, 2026 February 2, 2025 Senior ABL Credit Facility due February 2029 $ — $ 93 Senior Term Loan due July 2028 1,233 1,248 Senior Term Loan due February 2031 933 942 Total Debt $ 2,166 $ 2,283 Less: Cash & Cash Equivalents (220) (8) Net Debt $ 1,946 $ 2,275