cnm-20260506

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

___________________________________

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12

Core & Main, Inc.

_________________________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

May 7, 2026

DEAR SHAREHOLDER:

It is my pleasure to invite you to the annual meeting of shareholders of Core & Main, Inc. (“Core & Main”, "we", "us", "our", or the “Company”), to be held virtually at 9:00 a.m. Central Time on Tuesday, June 23, 2026, and any adjournments or postponements thereof (the "Annual Meeting"). The Annual Meeting will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/CNM2026, where you can listen to the meeting live, submit questions and vote online. All holders of our outstanding common stock as of the close of business on April 27, 2026 are entitled to vote at the Annual Meeting. To participate in the Annual Meeting you will need the control number located on your proxy card or the instructions that accompanied your proxy materials.

The accompanying notice of meeting and proxy statement contain important information about the upcoming Annual Meeting including general information, a description of the business that will be acted upon at the meeting and the voting procedures to be used at the meeting.

Your vote is important. Whether you plan to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions using one of the voting methods described in the accompanying proxy statement so that your shares may be represented at the meeting. Submitting your proxy or voting instructions by any of these methods will not affect your right to attend the Annual Meeting or to vote your shares at the Annual Meeting if you wish to do so.

We encourage you to read both our proxy statement and Annual Report on Form 10-K for the fiscal year ended February 1, 2026 filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2026 (the “2025 Form 10-K”) in their entirety. We value hearing from, and engaging with, our shareholders. We appreciate your continued support of Core & Main, and we look forward to the Annual Meeting.

Sincerely,

James G. Castellano
Chair of the Board

1830 Craig Park Court, St. Louis, Missouri 63146


CORE & MAIN						2026 PROXY STATEMENT

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

Date and Time

Items of Business

Tuesday, June 23, 2026, 9:00 a.m. Central Time

1.To elect three directors to our board of directors (the “Board”), each to serve as a Class II director for a term of three years expiring at the annual meeting of shareholders to be held in 2029 or until such director’s successor has been duly elected and qualified, subject to earlier resignation or removal;

2.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027;

3.To conduct an advisory vote to approve named executive officer ("NEO") compensation; and

4.To transact any other business as may properly come before the Annual Meeting.

A copy of the accompanying proxy statement and our Annual Report to shareholders for the fiscal year ended February 1, 2026 (the "Annual Report") are available free of charge at www.proxyvote.com.

If you plan to attend the Annual Meeting, please see the instructions beginning an page 1 of the proxy statement. There will be no physical location for shareholders to attend. Shareholders may only participate by logging in at www.virtualshareholdermeeting.com/CNM2026.

Place

via the internet at www.virtualshareholdermeeting.com/CNM2026

Record Date

April 27, 2026

Who May Vote

Shareholders of record of Class A common stock and Class B common stock as of the close of business on April 27, 2026 are entitled to one vote per share at the 2026 annual meeting of shareholders (the “Annual Meeting”).

Annual Meeting Materials

A Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") is first being mailed to shareholders on or about May 7, 2026.

Date of Mailing

May 7, 2026

For our Annual Meeting, we have elected to use the internet as our primary means of providing our proxy materials to shareholders. Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send to these shareholders the Notice of Internet Availability with instructions for accessing the proxy materials, including our proxy statement and Annual Report, and for voting via the internet. The Notice of Internet Availability also provides information on how shareholders may obtain paper copies of our proxy materials free of charge, if they so choose. The electronic delivery of our proxy materials will significantly reduce our printing and mailing costs and the environmental impact of the circulation of our proxy materials.

The Notice of Internet Availability will also provide the date, time and location of the Annual Meeting; the matters to be acted upon at the meeting; the Board’s recommendation with regard to each matter; a toll-free number, an email address and a website where shareholders may request a paper or email copy of the proxy statement; a copy of the Annual Report; a form of proxy relating to the Annual Meeting; and information on how to attend and vote at the virtual Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 23, 2026: This notice of the Annual Meeting, the proxy statement and the Annual Report are available at www.proxyvote.com and may be accessed using the control number located on each proxy card.

By Order of the Board of Directors

Jackie M. Burkhardt
Secretary

St. Louis, MO
May 7, 2026


CORE & MAIN						2026 PROXY STATEMENT

TABLE OF CONTENTS


			General Information About the 2026 Annual Meeting of Core & Main, Inc.			2
			Proposals			5
			Questions and Answers			7
			Directors, Executive Officers and Corporate Governance			12
			Certain Relationships and Related Party Transactions			22
			Securities Ownership of Certain Beneficial Owners and Management			25
			Compensation Discussion and Analysis			28
			Talent and Compensation Committee Report			35
			Director and Executive Compensation			36
			Pay Versus Performance			44
			CEO Pay Ratio			46
			Audit Matters			47
			Proposal 1 — Election of Directors			49
			Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm			50
			Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation			51
			Other Information for Shareholders			52


CORE & MAIN			1			2026 PROXY STATEMENT

GENERAL INFORMATION ABOUT THE
2026 ANNUAL MEETING OF CORE & MAIN, INC.

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

The Annual Meeting will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/CNM2026.

2026 Annual Meeting Information

Tuesday, June 23, 2026

9:00 a.m.

Central Time

April 27, 2026

Via the internet at www.virtualshareholdermeeting.com/CNM2026. To virtually attend the Annual Meeting, you will need the control number located on your proxy card or the instructions that accompanied your proxy materials.

Items of Business

PROPOSALS

BOARD VOTE RECOMMENDATION

PAGE REFERENCE

(FOR MORE INFORMATION)

1.Elect three directors to our Board, each to serve as a Class II director for a term of three years, with the term expiring at the 2029 annual meeting of shareholders

FOR ALL

2.Ratify the appointment of our independent registered public accounting firm for the fiscal year ending January 31, 2027 (“fiscal 2026”)

FOR

3.Conduct an advisory vote to approve named executive officer ("NEO") compensation for the fiscal year ended February 1, 2026 ("fiscal 2025")

FOR

Structure; Classes of Stock

Core & Main is a holding company whose primary material assets are its direct and indirect ownership interest in Core & Main Holdings, LP (“Holdings”) and deferred tax assets associated with such ownership. As we have a majority economic interest in Holdings and because we are the general partner of Holdings, we operate and control all of the business and affairs of Holdings and we conduct our business through our subsidiaries, including Core & Main LP, a Florida limited partnership (“Opco”).

We have two classes of common stock outstanding: Class A common stock and Class B common stock. The shares of our Class A common stock are traded on the New York Stock Exchange ("NYSE") under the symbol "CNM." Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our shareholders at the Annual Meeting. Shares of Class B common stock have no economic rights in Core & Main. Ownership of Class B common stock entitles the holders, subject to the terms of the Exchange Agreement, dated as of July 22, 2021, by and among Core & Main, Holdings and the holders of limited partnership interests of Holdings (“Partnership Interests”), as amended (the “Exchange Agreement”), to exchange their Partnership Interests, together with the retirement of a corresponding number of shares of our Class B common stock, for shares of our Class A common stock, generally on a one-for-one basis or, at the election of a majority of the disinterested members of our Board, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock sold in such public offering or private sale), net of any underwriting discounts and commissions for each Partnership Interest exchanged, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions. The Exchange Agreement also provides that in connection with any such exchange, to the extent that Holdings has, since consummation of our initial public offering of Class A common stock ("IPO"), made distributions to the applicable Continuing Limited Partner (as defined under “Certain Relationships and Related Party Transactions”) that are proportionately lesser or greater than the distributions made to us, on a pro rata basis, the number of shares of Class A common stock to be issued or cash to be paid to such Continuing Limited Partner will be adjusted to take into account the amount of such discrepancy that is allocable to the Partnership Interests, and Class B common stock, subject to such exchange.


CORE & MAIN			2			2026 PROXY STATEMENT

Company Performance

Fiscal 2025 was a year of disciplined execution for Core & Main. We delivered our 16th consecutive year of sales growth, a result that reflects the resilience of our business, the long-term strength of our end markets and the consistent performance by our teams across the country. Our team navigated a dynamic environment to deliver strong financial performance, including:

•Net sales of over $7.6 billion;

•Net income of $462 million;

•Adjusted EBITDA (Non-GAAP) of $931 million;

•Diluted earnings per share of $2.31;

•Adjusted Diluted Earnings Per Share (Non-GAAP) of $2.97;

•Operating cash flow of $650 million; and

•Deployment of approximately $155 million to repurchase and retire 3.2 million shares of our Class A common stock;

The consistency of our results is driven by our balanced business mix, the investments we have made to support and execute our growth strategy, and the expertise and dedication of our associates. We’ve proven that we can drive value for shareholders by executing our strategy to deliver growth through geographic expansion, product line expansion and local share gains, while also improving profitability, generating strong cash flow, and then complementing it all with strategic acquisitions.

In addition to providing results that are determined in accordance with the generally accepted accounting principles of the United States (“GAAP”), we present EBITDA, Adjusted EBITDA and Adjusted Diluted Earnings Per Share ("Adjusted Diluted EPS"), which are non-GAAP financial measures. Additional information regarding EBITDA, Adjusted EBITDA and Adjusted Diluted EPS, including a reconciliation to the most comparable GAAP measure, is included under the heading “Non-GAAP Reconciliation” beginning on page 53 of this proxy statement and under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our 2025 Form 10-K.

SEC Form DEF 14A filed by Core & Main Inc.