Core & Main, Inc.
For the period ended Feb 1, 2026. Filed Mar 24, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Mar 24, 2026
CNM$47.44-1.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
- Consolidated Financial Statements
Our consolidated financial statements are included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
- Financial Statement Schedules
None. Schedules not included have been omitted because they are not applicable or not material or the required information is shown in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
- Exhibits
(b)The documents listed in the Exhibit Index of this Annual Report on Form 10-K are filed, furnished, or incorporated by reference in this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
| ExhibitNumber | Description |
| 2.1 | Master Reorganization Agreement, dated as of July 22, 2021, by and among Core & Main, Inc., CD&R Associates X Waterworks, L.P., CD&R Waterworks Holdings GP, Ltd., CD&R WW Holdings, L.P., CD&R Waterworks Holdings, L.P., Core & Main Management Feeder, LLC, Core & Main GP, LLC, CD&R Plumb Buyer, LLC, Core & Main Holdings, LP, CD&R Fund X Waterworks B1, L.P., CD&R Fund X-A Waterworks B, L.P., CD&R Fund X Advisor Waterworks B, L.P., CD&R WW Holdings, LLC, CD&R WW, LLC, CD&R WW Advisor, LLC, Brooks Merger Sub 1, Inc., Brooks Merger Sub 2, Inc. and CD&R Waterworks Holdings, LLC (incorporated by reference to Exhibit 2.1 to Core & Main’s Current Report on Form 8-K, filed on July 28, 2021). |
| 3.1 | Amended and Restated Certificate of Incorporation of Core & Main, Inc. (incorporated by reference to Exhibit 3.1 to Core & Main’s Current Report on Form 8-K, filed on July 28, 2021). |
| 3.2 | Second Amended and Restated By-laws of Core & Main, Inc. (incorporated by reference to Exhibit 3.1 to Core & Main's Quarterly Report on Form 10-Q for the quarterly period ended October 27, 2024). |
| 4.1 | Description of Securities Registered Pursuant to Section 12(b) of the Exchange Act (incorporated by reference to Exhibit 4.1 of Core & Main’s Annual Report on Form 10-K for the fiscal year ended January 30, 2022 (File No. 001-40650)). |
| 10.1.1 | Credit Agreement, dated as of August 1, 2017, by and among Core & Main LP, as borrower, Citibank, N.A., as administrative agent and collateral agent, and the other financial institutions and lenders from time to time party thereto (incorporated by reference to Exhibit 10.1.1 to Core & Main’s Registration Statement on Form S-1, filed on May 21, 2021 (File No. 333-256382)). |
| 10.1.2 | Amendment No. 1 to the Credit Agreement, dated as of July 8, 2019, by and among Core & Main LP, as borrower, Citibank, N.A., as administrative agent and collateral agent, and the other financial institutions and lenders party thereto (incorporated by reference to Exhibit 10.1.2 to Core & Main’s Registration Statement on Form S-1, filed on May 21, 2021 (File No. 333-256382)). |
| 10.1.3 | Amendment No. 2 to the Credit Agreement, dated as of May 4, 2020, by and among Core & Main LP, as borrower, Citibank, N.A., as administrative agent and collateral agent, and the other financial institutions and lenders party thereto (incorporated by reference to Exhibit 10.1.3 to Core & Main’s Registration Statement on Form S-1, filed on May 21, 2021 (File No. 333-256382)). |
| 10.1.4 | Amendment No. 3 to the ABL Credit Agreement, dated as of July 27, 2021, by and among Core & Main LP, the several banks and other financial institutions party thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.10 to Core & Main’s Current Report on Form 8-K, filed on July 28, 2021). |
| 10.1.5 | Amendment No. 4 to the Credit Agreement, dated as of July 29, 2022, by and among Core & Main, LP, the several banks and other financial institutions party thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Core & Main’s Current Report on Form 8-K, filed on August 1, 2022 (File No. 001-40650)). |
| 10.1.6 | Credit Agreement, dated as of August 1, 2017, by and among Core & Main LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions and lenders from time to time party thereto (incorporated by reference to Exhibit 10.1.5 to Core & Main’s Registration Statement on Form S-1, filed on May 21, 2021 (File No. 333-256382)). |
| 10.1.7 | Lender Joinder Agreement, dated as of July 8, 2019, by and among Core & Main LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the additional lender party thereto (incorporated by reference to Exhibit 10.1.6 to Core & Main’s Registration Statement on Form S-1, filed on May 21, 2021 (File No. 333-256382)). |
| 10.1.8 | First Amendment to the Credit Agreement, dated as of July 27, 2021, by and among Core & Main LP, the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.9 to Core & Main’s Current Report on Form 8-K, filed on July 28, 2021). |
| 10.1.9 | Second Amendment to the Credit Agreement, dated as of February 26, 2023, by and among Core & Main LP, the several banks and financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1.9 to Core & Main's Annual Report on Form 10-K for the fiscal year ended January 29, 2023 (File No. 001-40650)). |
| 10.1.10 | Third Amendment to the Credit Agreement, dated as of February 9, 2024, by and among Core & Main LP, the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Core & Main’s Current Report on Form 8-K, filed on February 13, 2024). |
| 10.1.11 | Fourth Amendment to the Credit Agreement, dated as of May 21, 2024, by and among Core & Main LP, the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Core & Main’s Current Report on Form 8-K, filed on May 23, 2024). |
| 10.1.12 | Fifth Amendment to the Credit Agreement, dated as of December 17, 2024, by and among Core & Main LP, the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Core & Main’s Current Report on Form 8-K, filed on December 17, 2024). |
| 10.2 | Stockholders Agreement, dated as of July 22, 2021, by and among Core & Main, Inc., CD&R Waterworks Holdings, LLC, CD&R Fund X Advisor Waterworks B, L.P., CD&R Fund X Waterworks B1, L.P., and CD&R Fund X-A Waterworks B, L.P. (incorporated by reference to Exhibit 10.3 to Core & Main’s Current Report on Form 8-K, filed on July 28, 2021). |
| 10.3 | Registration Rights Agreement, dated as of July 27, 2021, by and among Core & Main, Inc., CD&R Waterworks Holdings, LLC, CD&R Fund X Advisor Waterworks B, L.P., CD&R Fund X Waterworks B1, L.P. and CD&R Fund X-A Waterworks B, L.P. (incorporated by reference to Exhibit 10.2 to Core & Main’s Current Report on Form 8-K, filed on July 28, 2021). |
| 10.4 | Exchange Agreement, dated as of July 22, 2021 by and among Core & Main, Inc., Core & Main Holdings, LP, CD&R Waterworks Holdings, LLC and Core & Main Management Feeder, LLC (incorporated by reference to Exhibit 10.8 to Core & Main’s Current Report on Form 8-K, filed on July 28, 2021). |
| 10.5 | Amendment to the Exchange Agreement, dated as of January 3, 2022 (incorporated by reference to Exhibit 10.5 to Core & Main’s Registration Statement on Form S-1, filed on January 3, 2022 (File No. 333-261978)). |
| 10.6 | Second Amendment to the Exchange Agreement, dated as of December 7, 2023, by and among Core & Main, Inc., Core & Main Holdings, LP, CD&R Waterworks Holdings, LLC and Core & Main Management Feeder, LLC (incorporated by reference to Exhibit 10.6 to Core & Main's Annual Report on Form 10-K for the annual period ended January 28, 2024 filed on March 19, 2024). |
| 10.7 | Former Limited Partners Tax Receivable Agreement, dated as of July 22, 2021, by and among Core & Main, Inc., Core & Main Holdings, LP, CD&R Fund X Advisor Waterworks B, L.P., CD&R Fund X Waterworks B1, L.P. and CD&R Fund X-A Waterworks B, L.P. (incorporated by reference to Exhibit 10.6 to Core & Main’s Current Report on Form 8-K, filed on July 28, 2021). |
| 10.8 | Continuing Limited Partners Tax Receivable Agreement, dated as of July 22, 2021, by and among Core & Main, Inc., Core & Main Holdings, LP, CD&R Waterworks Holdings, LLC, and Core & Main Management Feeder, LLC (incorporated by reference to Exhibit 10.7 to Core & Main’s Current Report on Form 8-K, filed on July 28, 2021). |
| 10.9 | Second Amended and Restated Agreement of Limited Partnership of Core & Main Holdings, LP (incorporated by reference to Exhibit 10.1 to Core & Main’s Current Report on Form 8-K, filed on July 28, 2021). |
| 10.10 | Form of Indemnification Agreement entered into between Core & Main, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.8 to Core & Main’s Registration Statement on Form S-1, filed on July 6, 2021 (File No. 333-256382)). |
| 10.11 | Indemnification Agreement, dated as of August 1, 2017, among Core & Main Holdings, LP, Core & Main LP, CD&R and the other parties thereto (incorporated by reference to Exhibit 10.9 to Core & Main’s Registration Statement on Form S-1, filed on May 21, 2021 (File No. 333-256382)). |
| 10.12† | Employment and Transition Agreement, dated as of March 20, 2025, by and between Core & Main LP and Stephen O. LeClair (incorporated by reference to Exhibit 10.3 to Core & Main's Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2025). |
| 10.13† | Employment Agreement, dated as of March 20, 2025, by and between Core & Main LP and Mark R. Witkowski (incorporated by reference to Exhibit 10.1 to Core & Main’s Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2025). |
| 10.14† | Employment Agreement, dated as of March 20, 2025, by and between Core & Main LP and Robyn L Bradbury (incorporated by reference to Exhibit 10.2 to Core & Main’s Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2025). |
| 10.15† | Employment Agreement, dated as of February 9, 2018, by and between Core & Main LP and Bradford A. Cowles (incorporated by reference to Exhibit 10.13 to Core & Main’s Registration Statement on Form S-1, filed on May 21, 2021 (File No. 333-256382)). |
| 10.16† | Amended and Restated Core & Main Holdings, LP Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Core & Main’s Registration Statement on Form S-1, filed on July 6, 2021 (File No. 333-256382)). |
| 10.17† | Form of Executive Common Unit and Profits Unit Agreement (incorporated by reference to Exhibit 10.15 to Core & Main’s Registration Statement on Form S-1, filed on July 6, 2021 (File No. 333-256382)). |
| 10.18† | Form of Core & Main, Inc. Board Compensation Letter (incorporated by reference to Exhibit 10.16 to Core & Main’s Registration Statement on Form S-1, filed on July 6, 2021 (File No. 333-256382)). |
| 10.19† | Core & Main, Inc. 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Core & Main’s Registration Statement on Form S-8, filed on July 23, 2021 (File No. 333-258128)). |
| 10.20† | Core & Main, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to Core & Main’s Registration Statement on Form S-8, filed on July 23, 2021 (File No. 333-258128)). |
| 10.21 | Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Core & Main Holdings, LP (incorporated by reference to Exhibit 10.1 to Core & Main’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2022 (File No. 001-40650)). |
| 10.22† | Employment Agreement, dated as of February 9, 2018 by and between Core & Main LP and Mark G. Whittenburg (incorporated by reference to Exhibit 10.20 to Core & Main’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2022 (File No. 001-40650)). |
| 10.23† | Form of Employee RSU Agreement (incorporated by reference to Exhibit 10.1 to Core & Main’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2022 (File No. 001-40650)). |
| 10.24† | Form of Employee Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Core & Main’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2022 (File No. 001-40650)). |
| 10.25† | Form of Director RSU Agreement (incorporated by reference to Exhibit 10.1 to Core & Main’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2022 (File No. 001-40650)). |
| 10.26† | Form of Employee RSU Agreement (incorporated by reference to Exhibit 10.2 to Core & Main’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2022 (File No. 001-40650)). |
| 10.27† | Form of Employee Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Core & Main’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2022 (File No. 001-40650)). |
| 10.28† | Form of Performance Share Agreement (incorporated by reference to Exhibit 10.4 to Core & Main’s Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2025). |
| 10.29 | Amendment No. 2 and Waiver to the Second Amended and Restated Agreement of Limited Partnership of Core & Main Holdings, LP (incorporated by reference to Exhibit 10.28 to Core & Main's Annual Report on Form 10-K for the annual period ended January 28, 2024 filed on March 19, 2024). |
| 10.30 | Purchase and Redemption Agreement, dated as of November 9, 2023, by and among Core & Main, Inc., Core & Main Holdings, LP, CD&R Fund X Advisor Waterworks B, L.P., CD&R Fund X Waterworks B1, L.P., CD&R Fund X-A Waterworks B, L.P. and CD&R Waterworks Holdings, LLC (incorporated by reference to Exhibit 10.1 to Core & Main’s Current Report on Form 8-K, filed on November 9, 2023). |
| 10.31 | Purchase and Redemption Agreement, dated as of December 5, 2023, by and among Core & Main, Inc., Core & Main Holdings, LP, CD&R Fund X Advisor Waterworks B, L.P., CD&R Fund X Waterworks B1, L.P., CD&R Fund X-A Waterworks B, L.P. and CD&R Waterworks Holdings, LLC (incorporated by reference to Exhibit 10.30 to Core & Main's Annual Report on Form 10-K for the annual period ended January 28, 2024 filed on March 19, 2024). |
| 10.32 | Amendment No. 1 to the Purchase and Redemption Agreement and Purchase and Redemption Agreement, dated as of December 6, 2023, by and among Core & Main, Inc., Core & Main Holdings, LP, CD&R Fund X Advisor Waterworks B, L.P., CD&R Fund X Waterworks B1, L.P., CD&R Fund X-A Waterworks B, L.P. and CD&R Waterworks Holdings, LLC (incorporated by reference to Exhibit 10.31 to Core & Main's Annual Report on Form 10-K for the annual period ended January 28, 2024 filed on March 19, 2024). |
| 10.33 | Purchase and Redemption Agreement, dated as of January 5, 2024, by and among Core & Main, Inc., Core & Main Holdings, LP, CD&R Fund X Advisor Waterworks B, L.P., CD&R Fund X Waterworks B1, L.P., CD&R Fund X-A Waterworks B, L.P. and CD&R Waterworks Holdings, LLC (incorporated by reference to Exhibit 10.32 to Core & Main's Annual Report on Form 10-K for the annual period ended January 28, 2024 filed on March 19, 2024). |
| 10.34 | Purchase and Redemption Agreement, dated as of January 21, 2024, by and among Core & Main, Inc., Core & Main Holdings, LP, CD&R Fund X Advisor Waterworks B, L.P., CD&R Fund X Waterworks B1, L.P., CD&R Fund X-A Waterworks B, L.P. and CD&R Waterworks Holdings, LLC (incorporated by reference to Exhibit 10.33 to Core & Main's Annual Report on Form 10-K for the annual period ended January 28, 2024 filed on March 19, 2024). |
| 10.35† | Employment Agreement, dated as of July 5, 2024 by and between Core & Main LP and Michael G. Huebert (incorporated by reference to Exhibit 10.1 to Core & Main’s Current Report on Form 8-K filed July 8, 2024). |
| 10.36† | Executive Transition Agreement, dated as of September 5, 2025, by and between Core & Main LP and John R. Schaller (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 3, 2025). |
| 19.1 | Core & Main Policy on Trading Securities (Insider Trading Policy) (incorporated by reference to Exhibit 19.1 to Core & Main's Annual Report on Form 10-K for the annual period ended February 2, 2025 filed on March 25, 2025). |
| 21.1* | List of Subsidiaries of Core & Main, Inc.. |
| 23.1* | Consent of PricewaterhouseCoopers LLP in respect of Core & Main, Inc.’s financial statements. |
| 31.1* | Certification by Mark R. Witkowski, Core & Main’s Principal Executive Officer, pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification by Robyn L. Bradbury, Core & Main’s Principal Financial Officer, pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification by Mark R. Witkowski, Core & Main’s Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification by Robyn L. Bradbury, Core & Main’s Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Dodd-Frank Clawback Policy, dated as of December 1, 2023 (incorporated by reference to Exhibit 97.1 to Core & Main's Annual Report on Form 10-K for the annual period ended January 28, 2024 filed on March 19, 2024) |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.* |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).* |
- Filed herewith.
** Furnished herewith.
† Identifies each management contract or compensatory plan or arrangement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.