cnm-20260503

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended May 3, 2026


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

For transition period from to

Commission File Number 001-40650

Core & Main, Inc.

(Exact name of registrant as specified in its charter)


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

1830 Craig Park Court

St. Louis, Missouri 63146

(314) 432-4700

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

CNM

The New York Stock Exchange

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

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

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


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

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

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

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

Table of Contents


			PAGE
Cautionary Note Regarding Forward-Looking Statements			3
Part I - Financial Information
Item 1. Financial Statements (unaudited)			5
Condensed Consolidated Balance Sheets as of M a y 3, 202 6 and February 1 , 202 6 (unaudited)			5
Condensed Consolidated Statements of Operations for the three month periods ended May 3 , 202 6 and Ma y 4 , 202 5 (unaudited)			6
Condensed Consolidated Statements of Comprehensive Income for the three month periods ended May 3 , 202 6 and May 4, 2025 (unaudited)			7
Condensed Consolidated Statements of Changes in Stockholders' Equity for the three month periods ended May 3 , 202 6 and May 4 , 202 5 (unaudited)			8
Condensed Consolidated Statements of Cash Flows for the three month periods ended May 3, 2026 and May 4 , 202 5 (unaudited)			9
Notes to the Condensed Consolidated Financial Statements (unaudited)			10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3. Quantitative and Qualitative Disclosures about Market Risk			31
Item 4. Controls and Procedures			32

Part II - Other Information
Item 1. Legal Proceedings			33
Item 1A. Risk Factors			33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 3. Defaults Upon Senior Securities			33
Item 4. Mine Safety Disclosures			33
Item 5. Other Information			34
Item 6. Exhibits			35
Signatures			36

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results of operations, financial condition, cash flows and the development of the market in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed under the captions “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026 (the “2025 Annual Report on Form 10-K”) and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:

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

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

•our ability to competitively bid for contracts;

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

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

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

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

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

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

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

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

•the availability of freight;

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

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

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

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

•regulatory change and the costs of compliance with regulation;

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

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

•potential harm to our brand or reputation;

•difficulties with or interruptions of our fabrication services;

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

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

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

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

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

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

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

•increases in interest rates on our variable rate indebtedness;

•changes in our credit ratings and outlook;

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

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

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

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

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CORE & MAIN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	May 3, 2026		February 1, 2026
ASSETS
Current assets:
Cash and cash equivalents	$	150	$	220
Receivables, net of allowance for credit losses of $25 and $22, respectively	1,259		1,048
Inventories	1,103		986
Prepaid expenses and other current assets	45		48
Total current assets	2,557		2,302
Property, plant and equipment, net	184		178
Operating lease right-of-use assets	297		287
Intangible assets, net	791		823
Goodwill	1,921		1,920
Deferred income taxes	561		565
Other assets	13		10
Total assets	$	6,324	$	6,085

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	24	$	24
Accounts payable	814		512
Accrued compensation and benefits	65		123
Current operating lease liabilities	77		75
Other current liabilities	126		140
Total current liabilities	1,106		874
Long-term debt	2,120		2,124
Non-current operating lease liabilities	223		214
Deferred income taxes	89		89
Tax receivable agreement liabilities	642		680
Other liabilities	30		30
Total liabilities	4,210		4,011
Commitments and contingencies
Class A common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 187,866,769 and 188,770,435 shares issued and outstanding as of May 3, 2026 and February 1, 2026, respectively	2		2
Class B common stock, par value $0.01 per share, 500,000,000 shares authorized, 6,347,204 and 6,611,263 shares issued and outstanding as of May 3, 2026 and February 1, 2026, respectively	—		—
Additional paid-in capital	1,253		1,246
Retained earnings	786		755
Accumulated other comprehensive (loss)	(1)		(6)
Total stockholders’ equity attributable to Core & Main, Inc.	2,040		1,997
Non-controlling interests	74		77
Total stockholders’ equity	2,114		2,074
Total liabilities and stockholders’ equity	$	6,324	$	6,085

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

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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


	Three Months Ended
		May 3, 2026		May 4, 2025

Net sales		$	1,910	$	1,911
Cost of sales		1,390		1,401
Gross profit		520		510
Operating expenses:
Selling, general and administrative		299		293
Depreciation and amortization		44		46
Total operating expenses		343		339
Operating income		177		171
Interest expense		27		30

Income before provision for income taxes		150		141
Provision for income taxes		37		36
Net income		113		105
Less: net income attributable to non-controlling interests		5		5
Net income attributable to Core & Main, Inc.		$	108	$	100

Earnings per share (“EPS”)
Basic		$	0.57	$	0.53
Diluted		$	0.57	$	0.52
Number of shares used in computing EPS
Basic		188,379,992		189,802,381
Diluted		195,682,551		198,700,476

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

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Amounts in millions, unaudited


	Three Months Ended
		May 3, 2026		May 4, 2025

Net income		$	113	$	105
Net comprehensive gain (loss), net of tax (expense) benefit of $(2) and $7, respectively		5		(21)

Total comprehensive income		118		84
Less: comprehensive income attributable to non-controlling interests		5		4
Total comprehensive income attributable to Core & Main, Inc.		$	113	$	80

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

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Amounts in millions (except share data), unaudited


	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Non-Controlling Interests		Total Stockholders’ Equity
Balances at February 1, 2026	188,770,435	$	2	6,611,263	$	—	$	1,246	$	755	$	(6)	$	77	$	2,074
Net income	—	—		—	—		—		108		—		5		113
Equity-based compensation	—	—		—	—		3		—		—		—		3
Net comprehensive income, net of tax	—	—		—	—		—		—		5		—		5
Distributions to non-controlling interest holders	—	—		—	—		1		—		—		(3)		(2)
Repurchase and retirement of equity interests	(1,773,703)	—		—	—		(8)		(77)		—		(3)		(88)
Exchange of Partnership Interests and Class B Shares for Class A Shares	256,957	—		(264,059)	—		2		—		—		(2)		—
Establishment/adjustment of deferred tax asset associated with Core & Main investment in Core & Main Holdings, LP	—	—		—	—		3		—		—		—		3
Establishment of tax receivable agreement liabilities	—	—		—	—		(3)		—		—		—		(3)
Activity under equity-based compensation plans, net of tax withholdings	613,080	—		—	—		9		—		—		—		9
Balances at May 3, 2026	187,866,769	$	2	6,347,204	$	—	$	1,253	$	786	$	(1)	$	74	$	2,114


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

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

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in millions, unaudited


	Three Months Ended
	May 3, 2026		May 4, 2025
Cash Flows From Operating Activities:
Net income	$	113	$	105
Adjustments to reconcile net cash from operating activities:
Depreciation and amortization	47		48


Equity-based compensation expense	3		5
Deferred income tax expense	6		3
Other	2		4
Changes in assets and liabilities:
(Increase) decrease in receivables	(213)		(257)
(Increase) decrease in inventories	(119)		(163)
(Increase) decrease in other assets	(1)		(5)
Increase (decrease) in accounts payable	301		361
Increase (decrease) in accrued liabilities	(57)		(24)

Net cash provided by operating activities	82		77
Cash Flows From Investing Activities:
Capital expenditures	(14)		(13)


Other	(7)		(3)
Net cash used in investing activities	(21)		(16)
Cash Flows From Financing Activities:
Repurchase and retirement of equity interests	(88)		(39)
Distributions to non-controlling interest holders	(2)		(2)
Payments pursuant to Tax Receivable Agreements	(42)		(18)
Borrowings on asset-based revolving credit facility	—		100
Repayments on asset-based revolving credit facility	—		(93)

Repayments of long-term debt	(6)		(6)
Debt issuance costs	(2)		—



Other	9		(3)
Net cash used in financing activities	(131)		(61)
Decrease in cash and cash equivalents	(70)		—
Cash and cash equivalents at the beginning of the period	220		8
Cash and cash equivalents at the end of the period	$	150	$	8

Cash paid for interest (excluding effects of interest rate swap)	$	41	$	14
Cash paid for income taxes	29		29

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

CORE & MAIN, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Dollars in millions, except as noted, unaudited

1) BASIS OF PRESENTATION & DESCRIPTION OF BUSINESS

Business and Organization

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

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

Repurchase Program

The Company is authorized to purchase up to $1 billion of the Company’s Class A common stock under a share repurchase program (the “Repurchase Program”). Shares repurchased under the Repurchase Program are retired immediately and are accounted for as a decrease to stockholders’ equity. For the three months ended May 3, 2026, the Company repurchased 1,773,703 shares of Class A common stock for a total of $88 million through open market transactions. For the three months ended May 4, 2025, the Company repurchased 837,268 shares of Class A common stock for a total of $39 million through open market transactions. As of May 3, 2026, $581 million of the authorized amount remained available for use under the Repurchase Program.

Basis of Presentation

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

In management’s opinion, the unaudited condensed consolidated financial information for the interim periods presented include all normal recurring adjustments necessary for a fair statement of the Company's results of operations, financial position and cash flows, which include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim unaudited condensed consolidated financial statements may not be the same as those for the full year. The February 1, 2026 condensed consolidated Balance Sheet was derived from audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the fiscal year ended February 1, 2026 included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026 (the “2025 Annual Report on Form 10-K”).

Segments

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

Fiscal Year

The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31st. Quarters within the fiscal year include 13-week periods, unless a fiscal year includes a 53rd week, in which case the fourth quarter of the fiscal year will be a 14-week period. Each of the three months ended May 3, 2026 and three months ended May 4, 2025 included 13 weeks. The current fiscal year ending January 31, 2027 (“fiscal 2026”) will include 52 weeks.

Estimates

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

Accounting Policies

The Company’s significant accounting policies are discussed in Note 2 to the audited consolidated financial statements in our 2025 Annual Report on Form 10-K. There have been no significant changes to these policies which have had a material impact on the Company’s unaudited condensed consolidated financial statements and related notes during the three months ended May 3, 2026.

2) RECENT ACCOUNTING PRONOUNCEMENTS

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

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

3) REVENUE

Disaggregation of Revenue

The following table represents net sales disaggregated by product category:


	Three Months Ended
Product Category		May 3, 2026		May 4, 2025
Pipes, valves & fittings products		$	1,274	$	1,297
Storm drainage products		278		295
Fire protection products		178		152
Smart utility products		180		167
Total net sales		$	1,910	$	1,911

4) ACQUISITIONS

The Company did not complete any acquisitions during the three months ended May 3, 2026 or the three months ended May 4, 2025. Below is a summary of the acquisitions that closed during the fiscal year ended February 1, 2026 (the “Fiscal 2025 Acquisitions”) with an aggregate transaction value of $76 million, subject to working capital adjustments, respectively.

Fiscal 2025 Acquisitions

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

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

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


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


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

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

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

Intangible Assets

For the Fiscal 2025 Acquisitions the intangible assets acquired consisted of customer relationships and other intangible assets.

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

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

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


	Intangible Asset Amount		Weighted Average Amortization Period	Weighted Average Discount Rate		Weighted Average Attrition Rate
Customer Relationships

Fiscal 2025 Acquisitions	$	23	10 years	14.8	%	12.4	%

Other Intangible Assets

Fiscal 2025 Acquisitions	$	2	7 years	14.3	%	N/A

5) GOODWILL AND INTANGIBLE ASSETS

Goodwill

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


	May 3, 2026		February 1, 2026
Gross Goodwill	$	1,921	$	1,920
Accumulated Impairment	—		—
Net Goodwill	$	1,921	$	1,920

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


	Three Months Ended
	May 3, 2026
Beginning Balance	$	1,920

Foreign currency translation and other	1
Ending Balance	$	1,921

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

Intangible Assets

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


	May 3, 2026						February 1, 2026
	Gross Intangible		Accumulated Amortization		Net Intangible		Gross Intangible		Accumulated Amortization		Net Intangible
Customer relationships	$	1,796	$	1,049	$	747	$	1,796	$	1,014	$	782
Internal use software	40		—		40		36		—		36
Other intangible assets	12		8		4		12		7		5
Total	$	1,848	$	1,057	$	791	$	1,844	$	1,021	$	823

Amortization expense related to intangible assets was as follows:


	Three Months Ended
		May 3, 2026		May 4, 2025
Amortization expense		$	36	$	37

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


Fiscal 2026	$	105
Fiscal 2027	132
Fiscal 2028	123
Fiscal 2029	109
Fiscal 2030	97

6) DEBT

Debt consisted of the following:


	May 3, 2026				February 1, 2026
	Principal		Unamortized Discount and Debt Issuance Costs		Principal		Unamortized Discount and Debt Issuance Costs
Current maturities of long-term debt:
Senior Term Loan due July 2028	$	15	$	—	$	15	$	—
Senior Term Loan due February 2031	9		—		9		—

SEC Form 10-Q filed by Core & Main Inc.