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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): December 9, 2025

___________________________

Core & Main, Inc.
(Exact name of registrant as specified in its charter)
___________________________
Delaware001-4065086-3149194
(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 ClassTrading SymbolName of Each Exchange
on Which Registered
Class A common stock, par value $0.01 per shareCNMNew 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 December 9, 2025, Core & Main, Inc. (“Core & Main” or the "Company") issued a press release announcing its results of operations for the fiscal third quarter ended November 2, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

On December 9, 2025, 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 8.01. Other Events.

On December 9, 2025, the Company issued a press release announcing that its board of directors has authorized a $500 million increase to the Company’s existing share repurchase program, bringing the total authorization under the program to $1 billion of the Company's Class A common stock, par value $0.01 per share (“Class A Common Stock”) (the “Repurchase Authorization”). As of December 8, 2025, the Company has acquired approximately $316 million of shares of Class A Common Stock pursuant to the Repurchase Authorization, leaving approximately $684 million available for future repurchases.
The timing and amount of any share repurchases will be determined by the Company at its discretion based on ongoing evaluation of general market conditions, the market price of Core & Main’s Class A Common Stock, the Company’s capital needs and other factors. Under the Repurchase Authorization, share repurchases may be made through a variety of methods, which may include open market or privately negotiated transactions, including accelerated repurchase transactions, block trades or trading plans intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The Repurchase Authorization does not obligate Core & Main to acquire any particular amount of Class A Common Stock, and it may be further amended, suspended or terminated at any time at the Company’s discretion. Core & Main currently expects to fund repurchases under the Repurchase Authorization using existing cash and cash equivalents, short-term borrowings and/or future cash flows.
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning our financial and operating outlook, as well as any other statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.
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.






Item 9.01. Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.Description
99.1
99.2
99.3
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: December 9, 2025


News Release

FOR IMMEDIATE RELEASE

Core & Main Announces Fiscal 2025 Third Quarter Results

ST. LOUIS, Dec. 9, 2025—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 third quarter ended November 2, 2025.

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

Net sales increased 1.2% to $2,062 million

Gross profit increased 3.3% to $561 million; gross profit margin was 27.2%

Net income increased 2.1% to $143 million

Adjusted EBITDA (Non-GAAP) decreased 1.1% to $274 million

Diluted earnings per share increased 4.3% to $0.72

Adjusted Diluted Earnings Per Share (Non-GAAP) increased 3.5% to $0.89

Net cash provided by operating activities of $271 million

Repurchased $50 million of shares

Completed the acquisition of Canada Waterworks on 9/30/2025

Opened new locations in Houston, Texas and Denver, Colorado

Increased share repurchase authorization by $500 million after the quarter

“I want to thank our teams across the country for their disciplined execution, which continues to advance our strategic priorities and strengthen our position as the partner of choice for our customers,” said Mark Witkowski, CEO of Core & Main.

"We delivered positive net sales growth despite soft residential demand and a tough comparison from last year, driven by contribution from acquisitions and strong performance across our sales initiatives. Fusible high-density polyethylene, treatment plant solutions and geosynthetics products each achieved double-digit growth in the quarter, while our metering products returned to high single-digit growth, reflecting strong demand for our integrated solutions that address aging water infrastructure. We also advanced our geographic expansion strategy by opening new locations in Houston, Texas and Denver, Colorado, each being priority markets with attractive growth profiles.

Continued gross margin expansion was driven by benefits from our private label initiative and disciplined purchasing and pricing execution. We’ve also implemented $30 million of annualized cost savings while continuing to invest in growth, which will support our path to future operating leverage.

We're encouraged by the growth opportunities we see on the horizon, particularly in large, complex projects across our core end markets, coupled with opportunities to drive above market growth through sales initiatives and geographic expansion. Our one-stop-shop offering and exceptional service levels continue to differentiate Core & Main in the industry.

We remain focused on strengthening our industry-leading position through profitable growth, disciplined execution and strong operating cash flow generation to create long-term value for our shareholders.”

cont.


Three Months Ended November 2, 2025

Net sales for the three months ended November 2, 2025 increased $24 million, or 1.2%, to $2,062 million compared with $2,038 million for the three months ended October 27, 2024. Net sales increased primarily due to acquisitions. Net sales for pipes, valves & fittings decreased due to slightly lower volumes. Net sales for storm drainage products increased due to acquisitions. Net sales of fire protection products increased due to higher average selling prices. Net sales of meter products increased due to higher volumes.

Gross profit for the three months ended November 2, 2025 increased $18 million, or 3.3%, to $561 million compared with $543 million for the three months ended October 27, 2024. Gross profit as a percentage of net sales for the three months ended November 2, 2025 was 27.2% compared with 26.6% for the three 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.

Selling, general and administrative ("SG&A") expenses for the three months ended November 2, 2025 increased $21 million, or 7.7%, to $295 million compared with $274 million during the three months ended October 27, 2024. SG&A expenses as a percentage of net sales were 14.3% for the three months ended November 2, 2025 compared with 13.4% for the three months ended October 27, 2024. The increase was primarily attributable to higher acquisition-related costs, higher personnel expenses, increases in other distribution-related expenses driven by inflation and higher employee benefits costs.

Operating income for the three months ended November 2, 2025 decreased $3 million, or 1.3%, to $220 million compared with $223 million during the three months ended October 27, 2024. The decrease in operating income was primarily attributable to higher SG&A expenses partially offset by higher gross profit.

Net income for the three months ended November 2, 2025 increased $3 million, or 2.1%, to $143 million compared with $140 million for the three months ended October 27, 2024. The increase in net income was primarily attributable to a decrease in interest expense partially offset by a decrease in operating income.

The Class A common stock basic earnings per share and diluted earnings per share for the three months ended November 2, 2025 increased 4.3% to $0.72 compared with $0.69 for the three months ended October 27, 2024. The increase in basic and diluted earnings per share was attributable to an increase in net income and lower Class A share counts following share repurchase transactions.

Adjusted EBITDA for the three months ended November 2, 2025 decreased $3 million, or 1.1%, to $274 million compared with $277 million for the three months ended October 27, 2024. The decrease in Adjusted EBITDA was primarily attributable to higher SG&A expenses partially offset by higher gross profit. 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.

Adjusted Diluted Earnings Per Share for the three months ended November 2, 2025 increased 3.5% to $0.89 compared with $0.86 for the three 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” below.

Nine Months Ended November 2, 2025

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.

Core & Main Announces Fiscal 2025 Third Quarter Results


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 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.

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.

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.

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 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” below.

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” below.

Liquidity and Capital Resources

Net cash provided by operating activities was $382 million for the nine months ended November 2, 2025 compared with $386 million for the nine months ended October 27, 2024. The $4 million decrease in cash provided by operating activities was due to a higher investment in working capital in the nine months ended November 2, 2025 partially offset by lower interest payments, timing of tax payments and an increase in net income.

Net Debt, calculated as gross consolidated debt net of cash and cash equivalents, as of November 2, 2025 was $2,083 million compared with $2,420 million as of October 27, 2024. 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 November 2, 2025, 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 2, 2025, 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.
Core & Main Announces Fiscal 2025 Third Quarter Results


Fiscal 2025 Outlook

Core & Main reaffirms its full-year fiscal 2025 outlook issued in September (Note: 52 weeks in fiscal 2025 vs. 53 weeks in fiscal 2024):

Net sales of $7,600 to $7,700 million

Net sales growth of 2% to 3%, reflecting average daily sales growth of 4% to 5%

Adjusted EBITDA (Non-GAAP) of $920 to $940 million

Adjusted EBITDA Margin (Non-GAAP) of 12.1% to 12.2%

Operating Cash Flow of $550 to $610 million

Conference Call & Webcast Information

Core & Main will host a conference call and webcast on December 9, 2025 at 7:30 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 call is 759718. 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.

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, nationwide. With more than 370 locations across the U.S., the company provides its customers local expertise backed by a national supply chain. The 5,700 associates at Core & Main are committed to helping their communities thrive with safe and reliable infrastructure. Visit coreandmain.com to learn more.




















Core & Main Announces Fiscal 2025 Third Quarter Results


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 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 2, 2025 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 2, 2025, 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; 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
Core & Main Announces Fiscal 2025 Third Quarter Results


Annual Report on Form 10-K for the fiscal year ended February 2, 2025); 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 2, 2025.

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.

Contacts
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 Third Quarter Results


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

Three Months EndedNine Months Ended
November 2, 2025October 27, 2024November 2, 2025October 27, 2024
Net sales$2,062 $2,038 $6,066 $5,743 
Cost of sales1,501 1,495 4,435 4,214 
Gross profit561 543 1,631 1,529 
Operating expenses:
Selling, general and administrative295 274 890 799 
Depreciation and amortization46 46 137 135 
Total operating expenses341 320 1,027 934 
Operating income220 223 604 595 
Interest expense30 36 91 106 
Income before provision for income taxes190 187 513 489 
Provision for income taxes47 47 124 122 
Net income143 140 389 367 
Less: net income attributable to non-controlling interests 18 20 
Net income attributable to Core & Main, Inc.$137 $133 $371 $347 
Earnings per share (“EPS”)
Basic$0.72 $0.69 $1.95 $1.81 
Diluted$0.72 $0.69 $1.94 $1.79 
Number of shares used in computing EPS
Basic190,214,298 191,538,672 189,973,574 192,173,529 
Diluted197,905,484 201,165,553 198,302,805 202,146,712 
Core & Main Announces Fiscal 2025 Third Quarter Results


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

November 2, 2025February 2, 2025
ASSETS
Current assets:
Cash and cash equivalents$89 $
Receivables, net of allowance for credit losses of $22 and $18, respectively
1,342 1,066 
Inventories1,016 908 
Prepaid expenses and other current assets60 43 
Total current assets2,507 2,025 
Property, plant and equipment, net175 168 
Operating lease right-of-use assets280 244 
Intangible assets, net847 935 
Goodwill1,918 1,898 
Deferred income taxes571 558 
Other assets42 
Total assets$6,300 $5,870 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt$24 $24 
Accounts payable734 562 
Accrued compensation and benefits107 123 
Current operating lease liabilities74 67 
Other current liabilities168 90 
Total current liabilities1,107 866 
Long-term debt2,129 2,237 
Non-current operating lease liabilities207 178 
Deferred income taxes89 87 
Tax receivable agreement liabilities
682 706 
Other liabilities31 22 
Total liabilities4,245 4,096 
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 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
— — 
Additional paid-in capital1,245 1,220 
Retained earnings736 449 
Accumulated other comprehensive (loss) income(6)27 
Total stockholders’ equity attributable to Core & Main, Inc.1,977 1,698 
Non-controlling interests78 76 
Total stockholders’ equity 2,055 1,774 
Total liabilities and stockholders’ equity$6,300 $5,870 

Core & Main Announces Fiscal 2025 Third Quarter Results


CORE & MAIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Amounts in millions, unaudited
Nine Months Ended
November 2, 2025October 27, 2024
Cash Flows From Operating Activities:
Net income$389 $367 
Adjustments to reconcile net cash from operating activities:
Depreciation and amortization144 144 
Equity-based compensation expense14 11 
Deferred income tax expense
20 
Other10 10 
Changes in assets and liabilities:
(Increase) decrease in receivables(277)(316)
(Increase) decrease in inventories(106)(77)
(Increase) decrease in other assets(2)(8)
Increase (decrease) in accounts payable169 235 
Increase (decrease) in accrued liabilities
21 11 
Net cash provided by operating activities382 386 
Cash Flows From Investing Activities:
Capital expenditures(31)(24)
Acquisitions of businesses, net of cash acquired(32)(722)
Other(8)(11)
Net cash used in investing activities(71)(757)
Cash Flows From Financing Activities:
Repurchase and retirement of equity interests
(97)(121)
Distributions to non-controlling interest holders(5)(9)
Payments pursuant to Tax Receivable Agreements(18)(11)
Borrowings on asset-based revolving credit facility150 715 
Repayments on asset-based revolving credit facility(243)(910)
Issuance of long-term debt— 750 
Repayments of long-term debt(18)(17)
Debt issuance costs— (14)
Other(3)
Net cash (used in) provided by financing activities(230)380 
Increase in cash and cash equivalents81 
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period$89 $10 
Cash paid for interest (excluding effects of interest rate swap)$109 $141 
Cash paid for income taxes72 107 

Core & Main Announces Fiscal 2025 Third Quarter 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 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, 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. 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 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 acquisition and other activities, (e) the initial public offering and subsequent secondary offerings and (f) the tax impact of these Non-GAAP adjusted, 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, Adjusted EBITDA margin, Net Debt 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 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 or Adjusted EBITDA margin for fiscal 2025 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., the most directly comparable GAAP measure, 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 Third Quarter 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 EndedNine Months Ended
November 2, 2025October 27, 2024November 2, 2025October 27, 2024
Net income attributable to Core & Main, Inc.$137 $133 $371 $347 
Plus: net income attributable to non-controlling interest18 20 
Net income143 140 389 367 
Depreciation and amortization (1)
47 46 140 137 
Provision for income taxes47 47 124 122 
Interest expense30 36 91 106 
EBITDA$267 $269 $744 $732 
Equity-based compensation14 11 
Acquisition and other expenses (2)
Adjusted EBITDA$274 $277 $764 $751 

(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).
































Core & Main Announces Fiscal 2025 Third Quarter Results


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

Three Months EndedNine Months Ended
November 2, 2025October 27, 2024November 2, 2025October 27, 2024
Diluted earnings per share$0.72 $0.69 $1.94 $1.79 
Amortization of intangible assets0.19 0.19 0.56 0.55 
Equity-based compensation0.02 0.02 0.07 0.05 
Acquisition and other expenses (1)
0.02 0.02 0.03 0.04 
Income tax impact of adjustments (2)
(0.06)(0.06)(0.15)(0.15)
Adjusted Diluted Earnings Per Share
$0.89 $0.86 $2.45 $2.28 

(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)As of
November 2, 2025October 27, 2024
Senior ABL Credit Facility due February 2029$— $235 
Senior Term Loan due July 20281,237 1,451 
Senior Term Loan due February 2031935 744 
Total Debt$2,172 $2,430 
Less: Cash & Cash Equivalents(89)(10)
Net Debt$2,083 $2,420 


    
Core & Main Announces Fiscal 2025 Third Quarter Results
Fiscal 2025 Third Quarter Results December 9, 2025


 
© 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 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 2, 2025 (“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 our 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 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, 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 or Adjusted EBITDA margin for fiscal 2025 are 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 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. Each of the three months ended November 2, 2025 and three months ended October 27, 2024 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 1, 2026 (“fiscal 2025”) 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


 
Business Update MARK WITKOWSKI


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. Q3 2025 BUSINESS UPDATE Executing Growth & Gross Margin Initiatives ▪ End markets resilient overall; strength in municipal and certain non-residential projects partially offset softness in residential lot development ▪ Product initiatives are driving results: fusible high-density polyethylene, treatment plant solutions and geosynthetics products achieved double-digit growth in the quarter; metering products returned to high- single-digit growth ▪ Expanded geographic footprint with new branches in Houston, TX and Denver, CO – Five branch openings year-to-date and more expected before fiscal year-end ▪ Completed Canada Waterworks acquisition, strengthening platform in $5B Canadian market; integration underway with solid synergy plan ▪ Gross margin improved 60 bps YoY to 27.2%, driven by private label strategy and disciplined purchasing and pricing execution ▪ Implemented ~$30M of annualized cost savings while maintaining service levels and investing in future growth capacity ▪ Strong operating cash flow supporting organic growth, M&A and shareholder returns – Deployed $50M in the quarter to repurchase ~1M shares – Increased share repurchase authorization by $500M, bringing total capacity to $684M as of 12/8/2025 5


 
Financial Results ROBYN BRADBURY


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $140 $143 Q3'24 Q3'25 $0.69 $0.72 Q3'24 Q3'25 $2,038 $2,062 Q3'24 Q3'25 $0.86 $0.89 Q3'24 Q3'25 $277 $274 Q3'24 Q3'25 $543 $561 Q3'24 Q3'25 7 Q3 2025 FINANCIAL RESULTS Net Sales Net Income ($ in Millions, Except Per Share Amounts) Gross Profit Adjusted EBITDA(1) Diluted EPS Adjusted Diluted EPS(1) (1) 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. +1% % of Sales 26.6% 27.2%+60 bps +3% +0 bps % of Sales +2% 13.3%13.6% (30 bps)% of Sales(1) (1%) +4% +3% 6.9% 6.9%


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $274 $52 $1 $271 Q3'25 Adjusted EBITDA Working Capital Interest Taxes Other Q3'25 Operating Cash Flow 5.6% 3.4% 2.4% CNM Specialty Distributor Peers S&P 500 Share Repurchases ($50M) Capital Expenditures ($8M) Debt Service ($6M) 8 CASH FLOW & BALANCE SHEET ($ in Millions) Operating Cash Flow Capital Structure Capital Allocation Free Cash Flow Yield(1)(4) Facility Maturity Interest Rate As of 11/2/25 Senior ABL Credit Facility 2/9/29 S + 125(3) — Senior Term Loan due 2028 7/27/28 S + 200 1,237 Senior Term Loan due 2031 2/9/31 S + 200 935 Total Debt 2,172 Less: Cash & Cash Equivalents (89) Net Debt(1) $ 2,083 $64M (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 November 2, 2025. (5) Includes Ferguson, SiteOne Landscape Supply, Pool Corporation and Watsco. (5) (1) (2) ($3) ($53)


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. FISCAL 2025 OUTLOOK 9 Considerations ▪ Reaffirming FY25 outlook issued in September 2025 ▪ Expect sales growth of 4% to 5%, excluding the effects of one less selling week vs. FY24 ▪ Continue to expect end markets to be flat to slightly down for the year on soft residential lot development demand ▪ On track to deliver 2% to 4% organic above-market growth ▪ FY25 gross margin expansion supported by private label growth and disciplined purchasing and pricing execution ▪ Additional SG&A actions underway to enhance future operating margins End Market Assumptions % of Net Sales FY25 Outlook Residential ~20% Down Low Double Digits Non-Residential ~38% Flat Municipal ~42% Up Low to Mid Single Digits (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. Metric FY24 FY25 Outlook Net Sales ($ in millions) $7,441 $7,600 - $7,700 Adjusted EBITDA(1) ($ in millions) $930 $920 - $940 Adjusted EBITDA Margin(1) 12.5% 12.1% - 12.2% Operating Cash Flow ($ in millions) $621 $550 - $610 Reaffirming Guidance for the Year


 
Appendix


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 11 CORE & MAIN SNAPSHOT Key Stats Market Reach $10.3B Market Cap $7.8B LTM Net Sales $943M LTM Adjusted EBITDA(2) 370+ Branches ~5,700 Associates 49 U.S. States 60K+ Customers 5,000+ Suppliers Market Share Product Mix $39B TAM(4) Market Mix New Construction vs. Repair & Replace (1) As of November 2, 2025. (2) Adjusted EBITDA is a non-GAAP financial measure. Refer to page 14 of the presentation for a reconciliation to the nearest GAAP measure. (3) As of the fiscal year ended February 2, 2025. (4) Based on independent third-party research and management estimates. Leader in Advancing Reliable Infrastructure with Local Service, Nationwide $456M LTM Net Income Branch locations Headquarters 225K+ Products (1) (3) (3) (3) (3)


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. PRODUCT & SERVICE OFFERING 12


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. CAPITAL ALLOCATION FRAMEWORK 13 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 ~0.5% – 0.6% 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 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. RECONCILIATION OF NON-GAAP MEASURES 14 (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 Nine Months Ended Twelve Months Ended November 2, 2025 October 27, 2024 November 2, 2025 October 27, 2024 November 2, 2025 Net income attributable to Core & Main, Inc. $ 137 $ 133 $ 371 $ 347 $ 435 Plus: net income attributable to non-controlling interest 6 7 18 20 21 Net income 143 140 389 367 456 Depreciation and amortization (1) 47 46 140 137 189 Provision for income taxes 47 47 124 122 145 Interest expense 30 36 91 106 127 EBITDA $ 267 $ 269 $ 744 $ 732 $ 917 Equity-based compensation 4 4 14 11 17 Acquisition and other expenses (2) 3 4 6 8 9 Adjusted EBITDA $ 274 $ 277 $ 764 $ 751 $ 943 Adjusted EBITDA Margin: Net Sales $ 2,062 $ 2,038 $ 6,066 $ 5,743 $ 7,764 Adjusted EBITDA / Net Sales 13.3% 13.6% 12.6% 13.1% 12.1% Net Income Margin: Net Sales $ 2,062 $ 2,038 $ 6,066 $ 5,743 $ 7,764 Net Income / Net Sales 6.9% 6.9% 6.4% 6.4% 5.9%


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 15 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 Nine Months Ended Fiscal Years Ended November 2, 2025 October 27, 2024 November 2, 2025 October 27, 2024 February 2, 2025 January 28, 2024 January 29, 2023 Diluted earnings per share $ 0.72 $ 0.69 $ 1.94 $ 1.79 $ 2.13 $ 2.15 $ 2.13 Amortization of intangible assets 0.19 0.19 0.56 0.55 0.75 0.54 0.49 Equity-based compensation 0.02 0.02 0.07 0.05 0.07 0.04 0.04 Acquisition and other expenses (1) 0.02 0.02 0.03 0.04 0.05 0.03 0.02 Offering expenses (2) — — — — — 0.02 — Income tax impact of adjustments (3) (0.06) (0.06) (0.15) (0.15) (0.22) (0.16) (0.13) Adjusted Diluted Earnings Per Share $ 0.89 $ 0.86 $ 2.45 $ 2.28 $ 2.78 $ 2.62 $ 2.55


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 16 ($ in Millions, Except Share and Per Share Amounts) Free Cash Flow & Free Cash Flow Yield (1) As of November 2, 2025. Twelve Months Ended Three Months Ended November 2, 2025 November 2, 2025 August 3, 2025 May 4, 2025 February 2, 2025 Operating Cash Flow $ 617 $ 271 $ 34 $ 77 $ 235 Less: Capital Expenditures (42) (8) (10) (13) (11) Free Cash Flow $ 575 $ 263 $ 24 $ 64 $ 224 Class A Shares(1) 189,736,004 Class B Shares(1) 6,709,636 Total Shares Outstanding 196,445,640 Share Price(1) $ 52.18 Market Capitalization 10,250,533,495 Free Cash Flow Yield 5.6%


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 17 ($ in Millions) Net Debt As of November 2, 2025 October 27, 2024 Senior ABL Credit Facility due February 2029 $ — $ 235 Senior Term Loan due July 2028 1,237 1,451 Senior Term Loan due February 2031 935 744 Total Debt $ 2,172 $ 2,430 Less: Cash & Cash Equivalents (89) (10) Net Debt $ 2,083 $ 2,420


 

News Release image_0.jpg

FOR IMMEDIATE RELEASE

Core & Main Announces $500 Million Increase
to Share Repurchase Authorization

ST. LOUIS, Dec. 9, 2025—Core & Main, Inc. (NYSE: CNM) ("Core & Main" or the “Company”), a leading specialty distributor dedicated to advancing reliable infrastructure with local service, nationwide, today announced that its board of directors has authorized a $500 million increase to the Company’s existing share repurchase program, bringing the total authorization to $1 billion of Core & Main’s Class A Common Stock (the “Repurchase Authorization”). As of December 8, 2025, Core & Main has repurchased approximately $316 million of Class A Common Stock under the Repurchase Authorization, leaving approximately $684 million available for future repurchases.

The timing and amount of any share repurchases will be determined by the Company at its discretion based on ongoing evaluation of general market conditions, the market price of Core & Main’s Class A Common Stock, the Company’s capital needs and other factors. Under the Repurchase Authorization, share repurchases may be made through a variety of methods, which may include open market or privately negotiated transactions, including accelerated repurchase transactions, block trades or trading plans intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The Repurchase Authorization does not obligate Core & Main to acquire any particular amount of Class A Common Stock, and it may be further amended, suspended or terminated at any time at the Company’s discretion. Core & Main currently expects to fund repurchases under the Repurchase Authorization using existing cash and cash equivalents, short-term borrowings and/or future cash flows.

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, nationwide. With more than 370 locations across the U.S., the company provides its customers local expertise backed by a national supply chain. The 5,700 associates at Core & Main are committed to helping their communities thrive with safe and reliable infrastructure. Visit coreandmain.com to learn more.

Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning Core & Main’s financial and operating outlook, as well as any other statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.
cont.



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.

Contacts  
Investor Relations: 
Glenn Floyd, 314-624-2263
InvestorRelations@CoreandMain.com
 
Media Relations: 
Patrick Lunsford, 314-789-0726
Media@CoreandMain.com

Core & Main Announces $500M Increase to Share Repurchase Authorization