Statistiche di base
| LEI | 549300ZSLF8Q660SCD17 |
| CIK | 1856525 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Core & Main, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| August 18, 2025 |
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): August 18, 2025 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File |
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| June 24, 2025 |
Submission of Matters to a Vote of Security Holders 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): June 24, 2025 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 10, 2025 |
Exhibit 10.3 Portions of this exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K. The Company undertakes to furnish a copy of all unredacted and omitted schedules and exhibits to the SEC upon its request. Employment and Transition Agreement This Employment and Transition Agreement (this “Agreement”) is made and entered into as of March 20, 2025, by and between Core & Main LP, |
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| June 10, 2025 |
Form of Performance Share Agreement*† Exhibit 10.4 Form of Participant Performance Share Agreement This Participant Performance Share Agreement (the “Agreement”), by and between Core & Main, Inc., a Delaware corporation (the “Company”), and the Participant whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Core & Main, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date it i |
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| June 10, 2025 |
Exhibit 10.2 Portions of this exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K. The Company undertakes to furnish a copy of all unredacted and omitted schedules and exhibits to the SEC upon its request. Employment Agreement This Employment Agreement (this “Agreement”) is made and entered into as of March 20, 2025, by and between Core & Main LP, a Florida limited partnership |
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| June 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 4, 2025 OR ☐ 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. |
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| June 10, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): June 10, 2025 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 10, 2025 |
Fiscal 2025 First Quarter Results JUNE 10, 2025 © Core & Main All Rights Reserved. |
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| June 10, 2025 |
Exhibit 10.1 Portions of this exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K. The Company undertakes to furnish a copy of all unredacted and omitted schedules and exhibits to the SEC upon its request. Employment Agreement This Employment Agreement (this “Agreement”) is made and entered into as of March 20, 2025, by and between Core & Main LP, a Florida limited partnership |
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| June 10, 2025 |
Core & Main Announces Record Fiscal 2025 First Quarter Results News Release FOR IMMEDIATE RELEASE Core & Main Announces Record Fiscal 2025 First Quarter Results ST. |
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| May 13, 2025 |
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 State |
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| May 13, 2025 |
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 State |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File N |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 2, 2025 OR ☐ 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. (E |
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| March 25, 2025 |
Core & Main Policy on Trading Securities (Insider Trading Policy) EXHIBIT 19.1 Portions of this exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K. The Company undertakes to furnish a copy of all unredacted and omitted schedules and exhibits to the SEC upon its request. Policy On Trading Securities (Insider Trading Policy) (As Amended Effective May 31, 2023) 1 This policy (this “Policy”) of Core & Main, Inc. and its subsidiaries (the “Compan |
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| March 25, 2025 |
Fiscal 2024 Fourth Quarter and Full-Year Results MARCH 25, 2025 © Core & Main All Rights Reserved. |
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| March 25, 2025 |
News Release FOR IMMEDIATE RELEASE Core & Main Announces Leadership Transition Steve LeClair to Transition to Executive Chair Mark Witkowski Appointed CEO and Director; Robyn Bradbury Appointed CFO ST. |
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| March 25, 2025 |
List of Subsidiaries of Core & Main, Inc.. Exhibit 21.1 CORE & MAIN, INC. SUBSIDIARIES OF THE REGISTRANT The following entities are subsidiaries of Core & Main, Inc. Legal Name State or Jurisdiction of Incorporation or Organization CNM, LLC Deleware Core & Main Holdings, LP Deleware Core & Main Buyer, Inc. Deleware Core & Main Connector, LLC Deleware Core & Main Midco, LLC Deleware Core & Main Intermediate GP, LLC Deleware Core & Main LP F |
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| March 25, 2025 |
Core & Main Announces Fiscal 2024 Fourth Quarter and Full-Year Results News Release FOR IMMEDIATE RELEASE Core & Main Announces Fiscal 2024 Fourth Quarter and Full-Year Results ST. |
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| March 25, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File N |
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| December 27, 2024 |
December 27, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. |
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| December 17, 2024 |
Exhibit 10.1 Execution Version FIFTH AMENDMENT FIFTH AMENDMENT (this “Fifth Amendment”), dated as of December 17, 2024, among CORE & MAIN LP, a Florida limited partnership (the “Borrower”), the several banks and financial institutions parties hereto and the Administrative Agent (as defined below). W I T N E S S E T H: WHEREAS, the Borrower is party to that certain Credit Agreement, dated as of Aug |
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| December 17, 2024 |
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 17, 2024 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 October 27, 2024 OR ☐ 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, |
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| December 3, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 3, 2024 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File |
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| December 3, 2024 |
Core & Main Announces Record Fiscal 2024 Third Quarter Results News Release FOR IMMEDIATE RELEASE Core & Main Announces Record Fiscal 2024 Third Quarter Results ST. |
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| December 3, 2024 |
Fiscal 2024 Third Quarter Results DECEMBER 3, 2024 © Core & Main All Rights Reserved. |
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| December 3, 2024 |
Second Amended and Restated By-Laws of Core & Main, Inc.* Exhibit 3.1 CORE & MAIN, INC. SECOND AMENDED AND RESTATED BY-LAWS Effective as of November 26, 2024 CORE & MAIN, INC. SECOND AMENDED AND RESTATED BY-LAWS Table of Contents Page ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1.01. Annual Meetings 1 Section 1.02. Special Meetings 1 Section 1.03. Participation in Meetings by Remote Communication 1 Section 1.04. Notice of Meetings; Waiver of Notice 2 Se |
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| November 14, 2024 |
EX-99.1 2 s013024b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| November 14, 2024 |
SC 13G/A 1 s013024a.htm SCHEDULE 13G/A (AMENDMENT NO. 3) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Core & Main, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 21874C102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate bo |
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| September 4, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): September 4, 2024 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 4, 2024 |
Fiscal 2024 Second Quarter Results SEPTEMBER 4, 2024 © Core & Main All Rights Reserved. |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 July 28, 2024 OR ☐ 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, In |
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| September 4, 2024 |
Core & Main Announces Fiscal 2024 Second Quarter Results News Release FOR IMMEDIATE RELEASE Core & Main Announces Fiscal 2024 Second Quarter Results ST. |
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| July 8, 2024 |
Employment Agreement, dated as of July 5, 2024, by and between Core & Main LP and Michael G. Huebert Exhibit 10.1 Employment Agreement This Employment Agreement (this “Agreement”) is made and entered into effective as of July 5, 2024 (the “Effective Date”), by and between Core & Main LP a Florida limited partnership (the “Company”) and Michael G. Huebert (the “Executive”) (collectively the Company and the Executive are referred to as the “Parties”). WHEREAS, the Parties desire to enter into an em |
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| July 8, 2024 |
Core & Main Announces Executive Leadership Changes News Release Core & Main Announces Executive Leadership Changes ST. LOUIS, July 8, 2024—Core & Main Inc. (NYSE: CNM), a leader in advancing reliable infrastructure with local service, nationwide, announces changes to its executive leadership team. Jack Schaller, president, has announced that he will transition to a role as executive vice president. Given the strong performance under his leadership |
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| July 8, 2024 |
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): July 8, 2024 (July 5, 2024) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Comm |
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| June 27, 2024 |
Submission of Matters to a Vote of Security Holders 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): June 26, 2024 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 12, 2024 |
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): June 12, 2024 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 4, 2024 |
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): June 4, 2024 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 April 28, 2024 OR ☐ 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, I |
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| June 4, 2024 |
Core & Main Announces Fiscal 2024 First Quarter Results News Release FOR IMMEDIATE RELEASE Core & Main Announces Fiscal 2024 First Quarter Results ST. |
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| June 4, 2024 |
cnmq12024investorpresent Fiscal 2024 First Quarter Results JUNE 4, 2024 © Core & Main All Rights Reserved. |
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| May 23, 2024 |
Exhibit 10.1 Execution Version FOURTH AMENDMENT FOURTH AMENDMENT (this “Fourth Amendment”), dated as of May 21, 2024, among CORE & MAIN LP, a Florida limited partnership (the “Borrower”), the several banks and financial institutions parties hereto and the Administrative Agent (as defined below). W I T N E S S E T H: WHEREAS, the Borrower is party to that certain Credit Agreement, dated as of Augus |
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| May 23, 2024 |
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): May 23, 2024 (May 21, 2024) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Comm |
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| May 14, 2024 |
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 State |
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| May 14, 2024 |
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 State |
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| May 1, 2024 |
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): May 1, 2024 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 1, 2024 |
Core & Main Elects James D. Hope to Board News Release FOR IMMEDIATE RELEASE Core & Main Elects James D. Hope to Board ST. LOUIS, May 1, 2024—Core & Main Inc. (NYSE: CNM), a leader in advancing reliable infrastructure with local service, nationwide, announced today that James D. Hope has been appointed to its board of directors. Hope has extensive experience, having held several executive level roles in the areas of finance, sales and ope |
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| March 19, 2024 |
Exhibit 10.6 AMENDMENT NO. 2 TO THE EXCHANGE AGREEMENT This AMENDMENT NO. 2 TO THE EXCHANGE AGREEMENT (this “Amendment”), dated as of December 7, 2023, is made by and among Core & Main, Inc., a Delaware corporation (“IPOco”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), and the holders of Partnership Interests (collectively, the “Parties”) (unless otherwise defined herein |
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| March 19, 2024 |
EXHIBIT 10.32 PURCHASE AND REDEMPTION AGREEMENT 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 Dated as of January 5, 2024 i Table of Contents Page ARTICLE I Redemption of Partnership Interests; Transfer, Sale and Purchase of Shares Section 1.1 Rede |
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| March 19, 2024 |
Fiscal 2023 Fourth Quarter and Full-Year Results MARCH 19, 2024 © Core & Main All Rights Reserved. |
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| March 19, 2024 |
EXHIBIT 10.33 PURCHASE AND REDEMPTION AGREEMENT 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 Dated as of January 21, 2024 i Table of Contents Page ARTICLE I Redemption of Partnership Interests; Transfer, Sale and Purchase of Shares Section 1.1 Red |
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| March 19, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File N |
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| March 19, 2024 |
EXHIBIT 10.31 AMENDMENT NO. 1 TO THE PURCHASE AND REDEMPTION AGREEMENT This AMENDMENT NO. 1 TO THE PURCHASE AND REDEMPTION AGREEMENT (this “Amendment”), dated as of December 6, 2023, is made by and among Core & Main, Inc., a Delaware corporation (the “Company”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), CD&R Fund X Advisor Waterworks B, L.P., a Cayman Islands exempted |
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| March 19, 2024 |
EXHIBIT 10.30 PURCHASE AND REDEMPTION AGREEMENT 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 Dated as of December 5, 2023 i Table of Contents Page ARTICLE I Redemption of Partnership Interests; Transfer, Sale and Purchase of Shares Section 1.1 Red |
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| March 19, 2024 |
EXHIBIT 97.1 CORE & MAIN, INC. Dodd-Frank Clawback Policy As Adopted on December 1, 2023 by the Board of Directors The Board of Directors (the “Board”) of Core & Main, Inc. (the “Company”) hereby adopts this Dodd-Frank Clawback Policy (the “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Policy is design |
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| March 19, 2024 |
Core & Main Announces Fiscal 2023 Fourth Quarter and Full-Year Results News Release FOR IMMEDIATE RELEASE Core & Main Announces Fiscal 2023 Fourth Quarter and Full-Year Results ST. |
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| March 19, 2024 |
EXHIBIT 10.28 AMENDMENT NO. 2 AND WAIVER TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CORE & MAIN HOLDINGS, LP THIS AMENDMENT NO. 2 AND WAIVER, dated as of March 27, 2023 (this “Amendment”), to the A&R Agreement (as defined below, and as amended by this Amendment, the “Agreement”) of Core & Main Holdings, LP, a Delaware limited partnership (them partner (in such capacity, |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 28, 2024 OR ☐ 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. (E |
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| February 14, 2024 |
EX-99.1 2 s013024b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| February 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Core & Main, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 21874C102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| February 13, 2024 |
Exhibit 10.2 Execution Version AMENDMENT NO. 5, dated as of February 9, 2024 (this “Fifth Amendment”), among CORE & MAIN LP (the “Parent Borrower”), the several banks and financial institutions party hereto and CITIBANK, N.A. (“Citi”), as Administrative Agent and Collateral Agent. WHEREAS, the Parent Borrower, the Subsidiary Borrowers from time to time party thereto (together with the Parent Borro |
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| February 13, 2024 |
Entry into a Material Definitive Agreement 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): February 13, 2024 (February 9, 2024) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporati |
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| February 13, 2024 |
Exhibit 10.1 Execution Version THIRD AMENDMENT THIRD AMENDMENT (this “Third Amendment”), dated as of February 9, 2024, among CORE & MAIN LP, a Florida limited partnership (the “Borrower”), the several banks and other financial institutions party hereto and the Administrative Agent (as defined below). W I T N E S S E T H: WHEREAS, the Borrower is party to that certain Credit Agreement, dated as of |
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| February 13, 2024 |
CNM / Core & Main, Inc. / CD&R Investment Associates X, Ltd. - SC 13G/A Passive Investment SC 13G/A 1 d777929dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Core & Main, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 21874C 102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) C |
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| February 13, 2024 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G EX-99.1 2 d777929dex991.htm EX-99.1 Exhibit 99.1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this Exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use the Schedule 13G to which this |
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| February 13, 2024 |
CNM / Core & Main, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Core & Main, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 21874C102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) |
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| February 8, 2024 |
News Release FOR IMMEDIATE RELEASE Core & Main Elects Stephen LeClair as Chairman of Board as Clayton, Dubilier & Rice Sells Remaining Stake ST. |
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| February 8, 2024 |
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): February 8, 2024 (February 7, 2024) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporatio |
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| January 29, 2024 |
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: January 29, 2024 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File Number (IRS Employer Identificati |
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| January 25, 2024 |
Exhibit 1.1 EXECUTION VERSION Core & Main, Inc. 19,782,087 Shares of Class A Common Stock Underwriting Agreement January 22, 2024 J.P. Morgan Securities LLC Citigroup Global Markets Inc. As Representative(s) of the several Underwriters named in Schedule I hereto, c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Citigroup Global Markets Inc. 388 Greenwich Street New York, |
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| January 25, 2024 |
Financial Statements and Exhibits, Other Events 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): January 25, 2024 (January 22, 2024) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporatio |
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| January 24, 2024 |
19,782,087 Shares Core & Main, Inc. Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-267437 PROSPECTUS SUPPLEMENT To Prospectus dated September 15, 2022 19,782,087 Shares Core & Main, Inc. Class A Common Stock The Selling Stockholders (as defined herein) are offering 19,782,087 shares of Class A common stock of Core & Main, Inc. (“Core & Main”). We will not receive any of the proceeds of the sale of Class A co |
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| January 24, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM 424(b)(5) (Form Type) Core & Main, Inc. |
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| January 22, 2024 |
Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-267437 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRE |
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| January 10, 2024 |
Exhibit 1.1 EXECUTION VERSION Core & Main, Inc. 17,000,000 Shares of Class A Common Stock Underwriting Agreement January 8, 2024 J.P. Morgan Securities LLC Citigroup Global Markets Inc. As Representative(s) of the several Underwriters named in Schedule I hereto, c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Citigroup Global Markets Inc. 388 Greenwich Street New York, N |
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| January 10, 2024 |
Financial Statements and Exhibits, Other Events 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): January 10, 2024 (January 8, 2024) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation |
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| January 9, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM 424(b)(5) (Form Type) Core & Main, Inc. |
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| January 9, 2024 |
17,000,000 Shares Core & Main, Inc. Class A Common Stock Form 424(b)(5) Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. |
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| January 8, 2024 |
Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-267437 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRE |
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| December 11, 2023 |
Financial Statements and Exhibits, Other Events 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 11, 2023 (December 6, 2023) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporati |
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| December 11, 2023 |
Exhibit 1.1 EXECUTION VERSION Core & Main, Inc. 15,000,000 Shares of Class A Common Stock Underwriting Agreement December 6, 2023 Citigroup Global Markets Inc. J.P. Morgan Securities LLC As Representatives of the several Underwriters named in Schedule I hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue, New York, N |
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| December 8, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM 424(b)(5) (Form Type) Core & Main, Inc. |
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| December 8, 2023 |
15,000,000 Shares Core & Main, Inc. Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-267437 PROSPECTUS SUPPLEMENT To Prospectus dated September 15, 2022 15,000,000 Shares Core & Main, Inc. Class A Common Stock The Selling Stockholders (as defined herein) are offering 15,000,000 shares of Class A common stock of Core & Main, Inc. (“Core & Main”). We will not receive any of the proceeds of the sale of Class A co |
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| December 7, 2023 |
Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-267437 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRE |
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| December 5, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 5, 2023 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File |
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| December 5, 2023 |
Core & Main Announces Fiscal 2023 Third Quarter Results News Release FOR IMMEDIATE RELEASE Core & Main Announces Fiscal 2023 Third Quarter Results ST. |
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| December 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 October 29, 2023 OR ☐ 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, |
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| December 5, 2023 |
Fiscal 2023 Third Quarter Results DECEMBER 5, 2023 © Core & Main All Rights Reserved. |
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| November 9, 2023 |
Exhibit 1.1 EXECUTION VERSION Core & Main, Inc. 19,000,000 Shares of Class A Common Stock Underwriting Agreement November 6, 2023 Citigroup Global Markets Inc. As Representative(s) of the several Underwriters named in Schedule I hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Certain stockholders of Core & Main, Inc., a Delaware corpora |
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| November 9, 2023 |
Exhibit 10.1 EXECUTION VERSION PURCHASE AND REDEMPTION AGREEMENT 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 Dated as of November 5, 2023 Table of Contents Page ARTICLE I Redemption of Partnership Interests; Transfer, Sale and Purchase of Shares |
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| November 9, 2023 |
Financial Statements and Exhibits, Other Events 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): November 9, 2023 (November 5, 2023) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporatio |
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| November 8, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM 424(b)(5) (Form Type) Core & Main, Inc. |
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| November 8, 2023 |
19,000,000 Shares Core & Main, Inc. Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-267437 PROSPECTUS SUPPLEMENT To Prospectus dated September 15, 2022 19,000,000 Shares Core & Main, Inc. Class A Common Stock The Selling Stockholders (as defined herein) are offering 19,000,000 shares of Class A common stock of Core & Main, Inc. (“Core & Main”). We will not receive any of the proceeds of the sale of Class A co |
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| November 7, 2023 |
Form 424(b)(5) Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. |
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| November 6, 2023 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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): November 6, 2023 (November 6, 2023) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporatio |
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| November 6, 2023 |
Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated November 6, 2023 Relating to Prospectus dated September 15, 2022 Registration No. |
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| September 19, 2023 |
Exhibit 1.1 EXECUTION VERSION Core & Main, Inc. 18,000,000 Shares of Class A Common Stock Underwriting Agreement September 14, 2023 J.P. Morgan Securities LLC As Representative(s) of the several Underwriters named in Schedule I hereto, c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Certain stockholders of Core & Main, Inc., a Delaware corporati |
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| September 19, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): September 19, 2023 (September 13, 2023) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorpor |
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| September 19, 2023 |
Exhibit 10.1 Execution Version PURCHASE AND REDEMPTION AGREEMENT 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 Dated as of September 13, 2023 Table of Contents Page ARTICLE I Redemption of Partnership Interests; Transfer, Sale and Purchase of Share |
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| September 18, 2023 |
18,000,000 Shares Core & Main, Inc. Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-267437 PROSPECTUS SUPPLEMENT To Prospectus dated September 15, 2022 18,000,000 Shares Core & Main, Inc. Class A Common Stock The Selling Stockholders (as defined herein) are offering 18,000,000 shares of Class A common stock of Core & Main, Inc. (“Core & Main”). We will not receive any of the proceeds of the sale of Class A co |
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| September 18, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM 424(b)(5) (Form Type) Core & Main, Inc. |
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| September 15, 2023 |
Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-267437 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRE |
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| September 6, 2023 |
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): September 6, 2023 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 July 30, 2023 OR ☐ 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, In |
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| September 6, 2023 |
cnmq22023investorpresent Fiscal 2023 Second Quarter Results SEPTEMBER 6, 2023 © Core & Main All Rights Reserved. |
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| September 6, 2023 |
Core & Main Announces Fiscal 2023 Second Quarter Results News Release FOR IMMEDIATE RELEASE Core & Main Announces Fiscal 2023 Second Quarter Results ST. |
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| June 28, 2023 |
Submission of Matters to a Vote of Security Holders 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): June 28, 2023 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 12, 2023 |
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): June 12, 2023 (June 6, 2023) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Com |
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| June 12, 2023 |
Exhibit 1.1 EXECUTION VERSION Core & Main, Inc. 14,000,000 Shares of Class A Common Stock Underwriting Agreement June 7, 2023 J.P. Morgan Securities LLC As Representative(s) of the several Underwriters named in Schedule I hereto, c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Certain stockholders of Core & Main, Inc., a Delaware corporation (the “C |
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| June 12, 2023 |
EX-10.1 Exhibit 10.1 Execution Version PURCHASE AND REDEMPTION AGREEMENT 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 Dated as of June 6, 2023 i Table of Contents Page ARTICLE I Redemption of Partnership Interests; Transfer, Sale and Purchase of S |
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| June 9, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM 424(b)(5) (Form Type) Core & Main, Inc. |
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| June 9, 2023 |
14,000,000 Shares Core & Main, Inc. Class A Common Stock Form 424(b)(5) Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. |
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| June 8, 2023 |
SUBJECT TO COMPLETION, DATED JUNE 7, 2023 14,000,000 Shares Core & Main, Inc. Class A Common Stock Form 424(b)(5) Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. |
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| June 6, 2023 |
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 April 30, 2023 OR ☐ 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, I |
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| June 6, 2023 |
EXHIBIT 10.1 PURCHASE AND REDEMPTION AGREEMENT 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 Dated as of April 10, 2023 i Table of Contents Page Article I Redemption of Partnership Interests; Transfer, Sale and Purchase of Shares Section 1.1 Redemp |
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| June 6, 2023 |
Core & Main Announces Fiscal 2023 First Quarter Results News Release FOR IMMEDIATE RELEASE Core & Main Announces Fiscal 2023 First Quarter Results ST. |
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| June 6, 2023 |
cnmq12023investorpresent Fiscal 2023 First Quarter Results JUNE 6, 2023 © Core & Main All Rights Reserved. |
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| June 6, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): June 6, 2023 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 16, 2023 |
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 State |
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| May 16, 2023 |
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 State |
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| April 14, 2023 |
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): April 14, 2023 (April 11, 2023) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) ( |
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| April 14, 2023 |
Exhibit 1.1 EXECUTION VERSION Core & Main, Inc. 5,000,000 Shares of Class A Common Stock Underwriting Agreement April 11, 2023 J.P. Morgan Securities LLC As Representative of the several Underwriters named in Schedule I hereto, c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Certain stockholders of Core & Main, Inc., a Delaware corporation (the “Com |
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| April 12, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM 424(b)(2) (Form Type) Core & Main, Inc. |
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| April 12, 2023 |
SUBJECT TO COMPLETION, DATED APRIL 11, 2023 5,000,000 Shares Core & Main, Inc. Class A Common Stock Form 424(b)(5) Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. |
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| April 12, 2023 |
5,000,000 Shares Core & Main, Inc. Class A Common Stock 424B2 Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-267437 PROSPECTUS SUPPLEMENT To Prospectus dated September 15, 2022 5,000,000 Shares Core & Main, Inc. Class A Common Stock The Selling Stockholders (as defined herein) are offering 5,000,000 shares of Class A common stock of Core & Main, Inc. (“Core & Main”). We will not receive any of the proceeds of the sale of Class |
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| March 28, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File N |
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| March 28, 2023 |
Core & Main Announces Fiscal 2022 Fourth Quarter and Record Full-Year Results Core & Main Announces Fiscal 2022 Fourth Quarter and Record Full-Year Results ST. LOUIS, March 28, 2023—Core & Main Inc. (NYSE: CNM), a leader in advancing reliable infrastructure with local service, nationwide, today announced financial results for the fourth quarter and fiscal year ended January 29, 2023. Fiscal 2022 Fourth Quarter Highlights (Compared with Fiscal 2021 Fourth Quarter) •Net sales |
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| March 28, 2023 |
EX-10.1.9 Exhibit 10.1.9 EXECUTION VERSION SECOND AMENDMENT SECOND AMENDMENT (this “Second Amendment”), dated as of February 26, 2023, among CORE & MAIN LP, a Florida limited partnership (the “Borrower”) and the Administrative Agent (as defined below). W I T N E S S E T H: WHEREAS, the Borrower is party to that certain Credit Agreement, dated as of August 1, 2017 (as amended supplemented, waived o |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 2023 OR ☐ 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. (E |
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| March 28, 2023 |
EXHIBIT 10.27 AMENDMENT NO. 2 AND WAIVER TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CORE & MAIN HOLDINGS, LP THIS AMENDMENT NO. 2 AND WAIVER, dated as of March 27, 2023 (this “Amendment”), to the A&R Agreement (as defined below, and as amended by this Amendment, the “Agreement”) of Core & Main Holdings, LP, a Delaware limited partnership (them partner (in such capacity, |
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| March 28, 2023 |
cnmq42022investorpresent Fiscal 2022 Fourth Quarter and Full-Year Results MARCH 28, 2023 © Core & Main All Rights Reserved. |
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| February 14, 2023 |
EX-99.1 2 c020823b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| February 14, 2023 |
SC 13G/A 1 c020823a.htm SCHEDULE 13G (AMENDMENT NO. 1) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Core & Main, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 21874C102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box t |
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| February 10, 2023 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G EX-99.1 2 d223969dex991.htm EX-99.1 Exhibit 99.1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this Exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use the Schedule 13G to which this |
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| February 10, 2023 |
CNM / Core & Main, Inc. / CD&R Investment Associates X, Ltd. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Core & Main, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 21874C 102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| December 13, 2022 |
Exhibit 10.1 Director Restricted Stock Unit Agreement This Director Restricted Stock Unit Agreement (the ?Agreement?), by and between Core & Main, Inc., a Delaware corporation (the ?Company?), and the Director whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Core & Main, Inc. 2021 Omnibus Equity Incentive Plan (the ?Plan?) and is dated as of the date it is accepte |
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| December 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 October 30, 2022 OR ? 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, |
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| December 13, 2022 |
Fiscal 2022 Third Quarter Results DECEMBER 13, 2022 ? Core & Main All Rights Reserved. |
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| December 13, 2022 |
Exhibit 10.3 Form of Participant Stock Option Agreement This Participant Stock Option Agreement (the ?Agreement?), by and between Core & Main, Inc., a Delaware corporation (the ?Company?), and the Participant whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Core & Main, Inc. 2021 Omnibus Equity Incentive Plan (the ?Plan?) and is dated as of the date it is accepted |
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| December 13, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 13, 2022 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 13, 2022 |
Exhibit 10.2 Form of Participant Restricted Stock Unit Agreement This Participant Restricted Stock Unit Agreement (the ?Agreement?), by and between Core & Main, Inc., a Delaware corporation (the ?Company?), and the Participant whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Core & Main, Inc. 2021 Omnibus Equity Incentive Plan (the ?Plan?) and is dated as of the d |
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| December 13, 2022 |
Core & Main Announces Fiscal 2022 Third Quarter Results Core & Main Announces Fiscal 2022 Third Quarter Results ST. LOUIS, Dec. 13, 2022?Core & Main Inc. (NYSE: CNM), a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, today announced financial results for the third fiscal quarter ended October 30, 2022. Fiscal 2022 Third Quarter Highlights (Compared with Fiscal 2021 Third Quarter) |
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| September 19, 2022 |
11,000,000 Shares Core & Main, Inc. Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-267437 PROSPECTUS SUPPLEMENT To Prospectus dated September 15, 2022 11,000,000 Shares Core & Main, Inc. Class A Common Stock The selling stockholders identified in this prospectus supplement are offering 11,000,000 shares of Class A common stock of Core & Main, Inc. (?Core & Main?). We will not receive any of the proceeds of t |
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| September 19, 2022 |
EX-FILING FEES 2 d404673dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table FORM 424(b)(2) (Form Type) Core & Main, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering |
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| September 19, 2022 |
EX-1.1 2 d562720dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION Core & Main, Inc. 11,000,000 Shares of Class A Common Stock Underwriting Agreement September 15, 2022 Goldman Sachs & Co. LLC As Representative of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: Certain stockholders of Core & Main, Inc., a D |
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| September 19, 2022 |
Financial Statements and Exhibits, Other Events 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): September 19, 2022 (September 15, 2022) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorpor |
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| September 15, 2022 |
As filed with the U.S. Securities and Exchange Commission on September 15, 2022 Table of Contents As filed with the U.S. Securities and Exchange Commission on September 15, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 5099 86-3149194 (State or other jurisdiction of incorporation |
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| September 15, 2022 |
SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2022 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-267437 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted SUBJ |
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| September 15, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Core & Main, Inc. |
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| September 13, 2022 |
Core & Main Announces Record Fiscal 2022 Second Quarter Results Core & Main Announces Record Fiscal 2022 Second Quarter Results ST. LOUIS, Sept. 13, 2022?Core & Main, Inc. (NYSE: CNM), a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, today announced financial results for the second fiscal quarter ended July 31, 2022. Fiscal 2022 Second Quarter Highlights (Compared with Fiscal 2021 Second |
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| September 13, 2022 |
Exhibit 10.2 Form of Participant Stock Option Agreement This Participant Stock Option Agreement (the ?Agreement?), by and between Core & Main, Inc., a Delaware corporation (the ?Company?), and the Participant whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Core & Main, Inc. 2021 Omnibus Equity Incentive Plan (the ?Plan?) and is dated as of the date it is accepted |
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| September 13, 2022 |
cnmq22022investorpresent Fiscal 2022 Second Quarter Results SEPTEMBER 13, 2022 © Core & Main All Rights Reserved. |
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| September 13, 2022 |
Exhibit 10.1 Form of Participant Restricted Stock Unit Agreement This Participant Restricted Stock Unit Agreement (the ?Agreement?), by and between Core & Main, Inc., a Delaware corporation (the ?Company?), and the Participant whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Core & Main, Inc. 2021 Omnibus Equity Incentive Plan (the ?Plan?) and is dated as of the d |
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| September 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 July 31, 2022 OR ? 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, In |
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| September 13, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): September 13, 2022 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 7, 2022 |
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): September 7, 2022 (September 5, 2022) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporat |
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| September 7, 2022 |
News Release FOR IMMEDIATE RELEASE Core & Main Elects Robert M. Buck to Board ST. LOUIS, Sept. 7, 2022?Core & Main, Inc. (NYSE: CNM), a leading specialized distributor of water, wastewater, storm drainage, fire protection products and related services, has elected Robert M. Buck to its board of directors. Buck is president, chief executive officer and a member of the board of directors of TopBuild |
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| August 1, 2022 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 4, dated as of July 29, 2022 (this ?Fourth Amendment?), among CORE & MAIN LP (the ?Parent Borrower?), the several banks and financial institutions party hereto and CITIBANK, N.A. (?Citi?), as Administrative Agent and Collateral Agent. WHEREAS, the Parent Borrower, the Subsidiary Borrowers from time to time party thereto (together with the Parent Borrowe |
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| August 1, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): August 1, 2022 (July 29, 2022) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (C |
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| July 19, 2022 |
Submission of Matters to a Vote of Security Holders 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): July 19, 2022 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 14, 2022 |
Exhibit 10.20 Employment Agreement This Employment Agreement (this ?Agreement?) is made effective as of February 9, 2018 (the ?Effective Date?), by and between Core & Main LP (?C&M? or ?Company?), of 1830 Craig Park Court, Maryland Heights, Missouri, 63146 and Mark Whittenburg. WHEREAS, C&M is engaged in the business of the distribution of water, sewer, storm, fusible piping and fire protection in |
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| June 14, 2022 |
Exhibit 10.1 AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CORE & MAIN HOLDINGS, LP THIS AMENDMENT NO. 1, dated as of April 30, 2022 (this ?Amendment?), to the SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the ?A&R Agreement?, and as amended, the ?Agreement?) of Core & Main Holdings, LP, a Delaware limited partnership (the ?Partnership?), is |
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| June 14, 2022 |
Fiscal 2022 First Quarter Results JUNE 14, 2022 ? Core & Main All Rights Reserved. |
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| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 1, 2022 OR ? 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. |
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| June 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): June 14, 2022 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 14, 2022 |
Core & Main Announces Record Fiscal 2022 First Quarter Results Core & Main Announces Record Fiscal 2022 First Quarter Results ST. LOUIS, June 14, 2022?Core & Main, Inc. (NYSE: CNM), a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, today announced financial results for the first fiscal quarter ended May 1, 2022. Fiscal 2022 First Quarter Highlights (Compared with Fiscal 2021 First Quarte |
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| May 25, 2022 |
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 State |
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| May 25, 2022 |
DEF 14A 1 cnmfiscal2021proxyfilingdo.htm DEF 14A 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 permit |
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| April 20, 2022 |
News Release FOR IMMEDIATE RELEASE Core & Main Elects Bhavani Amirthalingam to Board ST. |
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| April 20, 2022 |
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): April 20, 2022 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File N |
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| March 30, 2022 |
Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes the Class A common stock, par value $0.01 per share (the ?Class A common stock?), of Core & Main, Inc. (?us,? ?we,? ?our,? and the ?Company?), which are the only securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1 |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 30, 2022 OR ? 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. (E |
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| March 30, 2022 |
Fiscal 2021 Fourth Quarter and Full-Year Results MARCH 30, 2022 ? Core & Main All Rights Reserved. |
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| March 30, 2022 |
Core & Main Announces Fiscal 2021 Fourth Quarter and Full-Year Results EX-99.1 2 q42021earningspressrelease.htm EX-99.1 Core & Main Announces Fiscal 2021 Fourth Quarter and Full-Year Results ST. LOUIS, March 30, 2022 — Core & Main, Inc. (NYSE: CNM), a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, today announced financial results for the fourth quarter and fiscal year ended January 30, 2022. F |
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| March 30, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File N |
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| February 14, 2022 |
EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| February 14, 2022 |
CNM / Core & Main, Inc. / CD&R Investment Associates X, Ltd. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Core & Main, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 21874C 102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 14, 2022 |
AGREEMENT OF REPORTING PERSONS EX-99.2 3 s50360238c.htm AGREEMENT OF REPORTING PERSONS EXHIBIT 99.2 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint f |
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| February 14, 2022 |
CNM / Core & Main, Inc. / Select Equity Group, L.P. - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Core & Main, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 21874C102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| February 14, 2022 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G EX-99.1 2 d298834dex991.htm EX-99.1 Exhibit 99.1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this Exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use the Schedule 13G to which this |
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| February 2, 2022 |
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): February 2, 2022 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File |
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| January 7, 2022 |
20,000,000 Shares Core & Main, Inc. Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-261978 PROSPECTUS 20,000,000 Shares Core & Main, Inc. Class A Common Stock The selling stockholders identified in this prospectus are offering 20,000,000 shares of Class A common stock of Core & Main, Inc. (?Core & Main?). We will not receive any of the proceeds of the sale of Class A common stock being sold in this offering, |
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| January 3, 2022 |
CORRESP 1 filename1.htm January 3, 2022 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Nicholas Lamparski Re: Core & Main, Inc. Registration Statement Filed on Form S-1 File No. 333-261978 Dear Mr. Lamparksi: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as Representativ |
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| January 3, 2022 |
Form of Underwriting Agreement. Exhibit 1.1 Core & Main, Inc. [?] Shares of Class A Common Stock Underwriting Agreement [?], 2022 Goldman Sachs & Co. LLC Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC As Representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New Y |
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| January 3, 2022 |
Exhibit 10.5 AMENDMENT TO THE EXCHANGE AGREEMENT This AMENDMENT TO THE EXCHANGE AGREEMENT (this ?Amendment?), dated as of January 3, 2022, is made by and among Core & Main, Inc., a Delaware corporation (?IPOco?), Core & Main Holdings, LP, a Delaware limited partnership (?Holdings?), and the holders of Partnership Interests (collectively, the ?Parties?) (unless otherwise defined herein, all capital |
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| January 3, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on January 3, 2022 Registration No. |
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| January 3, 2022 |
Core & Main, Inc. 1830 Craig Park Court St. Louis, Missouri 63146 CORRESP 1 filename1.htm Core & Main, Inc. 1830 Craig Park Court St. Louis, Missouri 63146 January 3, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Nicholas Lamparski Re: Core & Main, Inc. Registration Statement on Form S-1 (File No. 333-261978) Request for Acceleration of Effective Date Dear Mr. Lamp |
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| December 10, 2021 |
DRS 1 filename1.htm Table of Contents Confidential Treatment Requested by Core & Main, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the U.S. Securities and Exchange Commission on December 10, 2021. This draft registration statement has not been filed publicly with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Regis |
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| December 7, 2021 |
Fiscal 2021 Third Quarter Financial Results DECEMBER 7, 2021 ? Core & Main All Rights Reserved. |
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| December 7, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 7, 2021 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission File |
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| December 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 October 31, 2021 OR ☐ 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, |
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| December 7, 2021 |
Core & Main Announces Fiscal 2021 Third Quarter Results Core & Main Announces Fiscal 2021 Third Quarter Results ST. LOUIS, Dec. 7, 2021 ? Core & Main, Inc. (NYSE: CNM) (together with its subsidiaries, ?Core & Main?), a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, today announced unaudited financial results for the third fiscal quarter and nine months ended Oct. 31, 2021. Fiscal |
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| September 14, 2021 |
EX-99.2 3 fiscal2021secondquarterf.htm EX-99.2 Fiscal 2021 Second Quarter Financial Results © Core & Main All Rights Reserved. Confidential and Proprietary Information. Cautionary Statements 2 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 |
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| September 14, 2021 |
Core & Main Announces Fiscal 2021 Second Quarter Results Core & Main Announces Fiscal 2021 Second Quarter Results ST. LOUIS, Sept. 14, 2021 ? Core & Main, Inc. (NYSE: CNM) (?Core & Main?), a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, today announced unaudited financial results for the second fiscal quarter and six months ended August 1, 2021. Fiscal 2021 Second Quarter Highlig |
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| September 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 August 1, 2021 OR ☐ 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, I |
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| September 14, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): September 14, 2021 Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 28, 2021 |
EX-10.4 8 d185428dex104.htm EX-10.4 Exhibit 10.4 Execution Version TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”) is entered into as of July 27, 2021, by and between Core & Main LP (f/k/a HD Supply Waterworks, Ltd.), a Florida limited partnership, and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company. WHEREAS, the parties hereto are party to a Consulting Agre |
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| July 28, 2021 |
Exhibit 10.3 Execution Version STOCKHOLDERS AGREEMENT of CORE & MAIN, INC. Dated as of July 22, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain Defined Terms 1 1.2 Other Definitional Provisions 5 ARTICLE II CORPORATE GOVERNANCE 5 2.1 Board Representation 5 2.2 Available Financial Information 7 2.3 Other Information 8 2.4 Access 9 2.5 Termination of Rights 9 ARTICLE III MISCELLANEOU |
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| July 28, 2021 |
Exhibit 10.5 Execution Version TERMINATION AGREEMENT This TERMINATION AGREEMENT (this ?Agreement?) is entered into as of July 27, 2021, by and between Core & Main LP (f/k/a HD Supply Waterworks, Ltd.), a Florida limited partnership (?Opco?), Core & Main, Inc., a Delaware corporation (the ?Company?), as successor in interest to CD&R Plumb Buyer, LLC (?CD&R Plumb Buyer?), and CD&R WW, LLC, a Delawar |
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| July 28, 2021 |
8-K 1 d185428d8k.htm 8-K 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): July 28, 2021 (July 22, 2021) Core & Main, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40650 86-3149194 (State or other jurisdict |
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| July 28, 2021 |
Exhibit 10.1 Execution Version SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CORE & MAIN HOLDINGS, LP Dated as of July 22, 2021 THE PARTNERSHIP INTERESTS OF CORE & MAIN HOLDINGS, LP HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES OF AMERICA SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE SEC |
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| July 28, 2021 |
Exhibit 10.10 Execution Version AMENDMENT NO. 3, dated as of July 27, 2021 (this ?Third Amendment?), among CORE & MAIN LP (the ?Parent Borrower?), the several banks and financial institutions party hereto and CITIBANK, N.A. (?Citi?), as Administrative Agent and Collateral Agent. WHEREAS, the Parent Borrower, the Subsidiary Borrowers from time to time party thereto (together with the Parent Borrowe |
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| July 28, 2021 |
Exhibit 10.8 Execution Version EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the ?Agreement?), dated as of July 22, 2021, is made by and among Core & Main, Inc., a Delaware corporation (?IPOco?), Core & Main Holdings, LP, a Delaware limited partnership (?Holdings?), and the holders of Partnership Interests (as defined herein |
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| July 28, 2021 |
EX-3.1 3 d185428dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CORE & MAIN, INC. Core & Main, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Core & Main, Inc. 2. The original Certificate of Incorporation of the Corporation was filed with the Sec |
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| July 28, 2021 |
EX-10.7 11 d185428dex107.htm EX-10.7 Exhibit 10.7 TAX RECEIVABLE AGREEMENT among CORE & MAIN, INC., CORE & MAIN HOLDINGS, LP and EACH LIMITED PARTNER OF CORE & MAIN HOLDINGS, LP LISTED ON ANNEX A Dated as of July 22, 2021 ARTICLE I. DEFINITIONS 2 1.1. Definitions 2 1.2. Terms Generally 13 ARTICLE II. DETERMINATION OF CERTAIN REALIZED TAX BENEFITS 14 2.1. Tax Benefit Schedule 14 2.2. Procedure, Ame |
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| July 28, 2021 |
EX-10.9 13 d185428dex109.htm EX-10.9 Exhibit 10.9 Execution Version FIRST AMENDMENT FIRST AMENDMENT (this “First Amendment”), dated as of July 27, 2021, among CORE & MAIN LP, a Florida limited partnership (the “Borrower”), the several banks and financial institutions parties hereto and the Administrative Agent (as defined below). W I T N E S S E T H: WHEREAS, the Borrower has entered into that cer |
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| July 28, 2021 |
EX-3.2 4 d185428dex32.htm EX-3.2 Exhibit 3.2 CORE & MAIN, INC. AMENDED AND RESTATED BY-LAWS Effective as of July 22, 2021 CORE & MAIN, INC. AMENDED AND RESTATED BY-LAWS Table of Contents Page ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1.01. Annual Meetings 1 Section 1.02. Special Meetings 1 Section 1.03. Participation in Meetings by Remote Communication 1 Section 1.04. Notice of Meetings; Waiver |
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| July 28, 2021 |
EX-10.6 10 d185428dex106.htm EX-10.6 Exhibit 10.6 TAX RECEIVABLE AGREEMENT among CORE & MAIN, INC., CORE & MAIN HOLDINGS, LP and EACH STOCKHOLDER OF CORE & MAIN, INC. LISTED ON ANNEX A Dated as of July 22, 2021 ARTICLE I. DEFINITIONS 1 1.1. Definitions 1 1.2. Terms Generally 12 ARTICLE II. DETERMINATION OF CERTAIN REALIZED TAX BENEFITS 13 2.1. Tax Benefit Schedule 13 2.2. Procedure, Amendments 15 |
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| July 28, 2021 |
EX-10.2 6 d185428dex102.htm EX-10.2 Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT of CORE & MAIN, INC. Dated as of July 27, 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Incidental Registrations 6 (a) Right to Include Registrable Securities 6 (b) Priority in Incidental Registrations 7 3. Registration on Request 7 (a) Request by the Demand Party 7 (b) Priority on Demand |
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| July 28, 2021 |
Exhibit 2.1 EXECUTION VERSION MASTER REORGANIZATION AGREEMENT This MASTER REORGANIZATION AGREEMENT (this ?Agreement?) is entered into on this 22nd day of July 2021, by and among each of the following entities (each, a ?Party,? and collectively, the ?Parties?): CD&R Associates X Waterworks, L.P., a Cayman Islands exempted limited partnership (?CD&R Associates X Waterworks?), CD&R Waterworks Holding |
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| July 26, 2021 |
34,883,721 Shares Core & Main, Inc. Class A Common Stock 424B4 1 d94226d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-256382 PROSPECTUS 34,883,721 Shares Core & Main, Inc. Class A Common Stock This is the initial public offering of shares of Class A common stock of Core & Main, Inc. (“Core & Main”). We are offering 34,883,721 shares of Class A common stock. The initial public offering price is $20.00 per share. |
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| July 23, 2021 |
EX-10.1 3 d147754dex101.htm EX-10.1 Exhibit 10.1 Confidential CORE & MAIN, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN ARTICLE I PURPOSES This Core & Main, Inc. 2021 Omnibus Equity Incentive Plan, as may be amended from time to time (the “Plan”), has the following purposes: (1) To further the growth, development and financial success of Core & Main, Inc. (the “Company”) and the Subsidiaries (as define |
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| July 23, 2021 |
Exhibit 10.2 CORE & MAIN, INC. EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE The purpose of the Core & Main, Inc. Employee Stock Purchase Plan is to provide Employees of the Company and its Subsidiaries with an opportunity to purchase Common Stock of the Company through payroll deductions. The Plan is intended to qualify as an ?employee stock purchase plan? under Section 423 of the Code. Accordin |
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| July 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PUSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 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 No.) Core |
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| July 23, 2021 |
As filed with the Securities and Exchange Commission on July 23, 2021 S-8 1 d147754ds8.htm S-8 As filed with the Securities and Exchange Commission on July 23, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CORE & MAIN, INC. (Exact name of registrant as specified in its charter) Delaware 5099 86-3149194 (State or other jurisdiction of incorporation or |
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| July 20, 2021 |
CORRESP 1 filename1.htm July 20, 2021 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Katherine Bagley Re: Core & Main, Inc. Registration Statement Filed on Form S-1 File No. 333-256382 Dear Ms. Bagley: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as Representatives of t |
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| July 20, 2021 |
Core & Main, Inc. 1830 Craig Park Court St. Louis, Missouri 63146 CORRESP 1 filename1.htm Core & Main, Inc. 1830 Craig Park Court St. Louis, Missouri 63146 July 20, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Katherine Bagley Re: Core & Main, Inc. Registration Statement on Form S-1 (File No. 333-256382) Request for Acceleration of Effective Date Dear Ms. Bagley: |
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| July 13, 2021 |
Form of Underwriting Agreement. EX-1.1 2 d94226dex11.htm EX-1.1 Exhibit 1.1 Core & Main, Inc. [•] Shares of Class A Common Stock Underwriting Agreement [•], 2021 Goldman Sachs & Co. LLC Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC As Representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Credit Suisse Securities (USA) LLC Eleve |
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| July 13, 2021 |
Exhibit 2.1 MASTER REORGANIZATION AGREEMENT This MASTER REORGANIZATION AGREEMENT (this ?Agreement?) is entered into on this [?th] day of [?] 2021, by and among each of the following entities (each, a ?Party,? and collectively, the ?Parties?): CD&R Associates X Waterworks, L.P., a Cayman Islands exempted limited partnership (?CD&R Associates X Waterworks?), CD&R Waterworks Holdings GP, Ltd., a Caym |
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| July 13, 2021 |
Form of Amendment to the Credit Agreement with respect to the New ABL Credit Facility. EX-10.1.4 5 d94226dex1014.htm EX-10.1.4 Exhibit 10.1.4 AMENDMENT NO. 3, dated as of [•], 2021 (this “Third Amendment”), among CORE & MAIN LP (the “Parent Borrower”), the several banks and financial institutions party hereto and CITIBANK, N.A. (“Citi”), as Administrative Agent and Collateral Agent. WHEREAS, the Parent Borrower, the Subsidiary Borrowers from time to time party thereto (together with |
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| July 13, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 13, 2021. Table of Contents As filed with the U.S. Securities and Exchange Commission on July 13, 2021. Registration No. 333-256382 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Core & Main, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 5099 86-3149194 (State or Other Jurisdic |
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| July 9, 2021 |
Form of Amended and Restated Certificate of Incorporation by Core & Main, Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CORE & MAIN, INC. Core & Main, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Core & Main, Inc. 2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of D |
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| July 9, 2021 |
Exhibit 10.4 FORM OF EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the ?Agreement?), dated as of [ ], is made by and among Core & Main, Inc., a Delaware corporation (?IPOco?), Core & Main Holdings, LP, a Delaware limited partnership (?Holdings?), and the holders of Partnership Interests (as defined herein) and shares of Clas |
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| July 9, 2021 |
Form of Employee Stock Purchase Plan. EX-10.18 11 d70382dex1018.htm EX-10.18 Exhibit 10.18 CORE & MAIN, INC. EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE The purpose of the Core & Main, Inc. Employee Stock Purchase Plan is to provide Employees of the Company and its Subsidiaries with an opportunity to purchase Common Stock of the Company through payroll deductions. The Plan is intended to qualify as an “employee stock purchase plan” |
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| July 9, 2021 |
Form of Tax Receivable Agreement with Former Limited Partners. Exhibit 10.5 FORM OF TAX RECEIVABLE AGREEMENT among CORE & MAIN, INC., CORE & MAIN HOLDINGS, LP and EACH STOCKHOLDER OF CORE & MAIN, INC. LISTED ON ANNEX A Dated as of ARTICLE I. DEFINITIONS 1 1.1. Definitions 1 1.2. Terms Generally 12 ARTICLE II. DETERMINATION OF CERTAIN REALIZED TAX BENEFITS 13 2.1. Tax Benefit Schedule 13 2.2. Procedure, Amendments 15 2.3. Consistency with Tax Returns 16 ARTICL |
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| July 9, 2021 |
Form of Amended and Restated By-laws of Core & Main, Inc. Exhibit 3.2 CORE & MAIN, INC. AMENDED AND RESTATED BY-LAWS Effective as of [?], 2021 CORE & MAIN, INC. AMENDED AND RESTATED BY-LAWS Table of Contents Page ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1.01. Annual Meetings 1 Section 1.02. Special Meetings 1 Section 1.03. Participation in Meetings by Remote Communication 1 Section 1.04. Notice of Meetings; Waiver of Notice 2 Section 1.05. Proxies 3 |
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| July 9, 2021 |
Form of Second Amended and Restated Agreement of Limited Partnership of Core & Main Holdings, LP. Exhibit 10.7 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CORE & MAIN HOLDINGS, LP Dated as of [?], 2021 THE PARTNERSHIP INTERESTS OF CORE & MAIN HOLDINGS, LP HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES OF AMERICA SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE SECURITIES LAWS, IN RELIA |
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| July 9, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 9, 2021. As filed with the U.S. Securities and Exchange Commission on July 9, 2021. Registration No. 333-256382 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Core & Main, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 5099 86-3149194 (State or Other Jurisdiction of Incorporati |
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| July 9, 2021 |
Form of Amendment to the Credit Agreement with respect to the New Term Loan Facility. Exhibit 10.1.7 FIRST AMENDMENT FIRST AMENDMENT (this ?First Amendment?), dated as of [?], 2021, among CORE & MAIN LP, a Florida limited partnership (the ?Borrower?), the several banks and financial institutions parties hereto and the Administrative Agent (as defined below). W I T N E S S E T H: WHEREAS, the Borrower has entered into that certain Credit Agreement, dated as of August 1, 2017 (as ame |
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| July 9, 2021 |
Exhibit 4.1 |
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| July 9, 2021 |
Form of Tax Receivable Agreement with Continuing Limited Partners. Exhibit 10.6 FORM OF TAX RECEIVABLE AGREEMENT among CORE & MAIN, INC., CORE & MAIN HOLDINGS, LP and EACH LIMITED PARTNER OF CORE & MAIN HOLDINGS, LP LISTED ON ANNEX A Dated as of ARTICLE I. DEFINITIONS 2 1.1. Definitions 2 1.2. Terms Generally 13 ARTICLE II. DETERMINATION OF CERTAIN REALIZED TAX BENEFITS 15 2.1. Tax Benefit Schedule 15 2.2. Procedure, Amendments 16 2.3. Consistency with Tax Return |
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| July 9, 2021 |
Form of Omnibus Equity Incentive Plan. Exhibit 10.17 CORE & MAIN, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN ARTICLE I PURPOSES This Core & Main, Inc. 2021 Omnibus Equity Incentive Plan, as may be amended from time to time (the ?Plan?), has the following purposes: (1) To further the growth, development and financial success of Core & Main, Inc. (the ?Company?) and the Subsidiaries (as defined herein), by providing additional incentives to |
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| July 8, 2021 |
CORRESP 1 filename1.htm Confidential Treatment Requested by Core & Main, Inc. Under 17 C.F.R. § 200.83 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[***]” IN THE LETTER FILED VIA EDGAR. July 8, 2021 VIA EDGAR |
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| July 6, 2021 |
EX-10.8 4 d70382dex108.htm EX-10.8 Exhibit 10.8 FORM OF INDEMNIFICATION AGREEMENT Indemnification Agreement (this “Agreement”), dated as of [•], by and among Core & Main, Inc., a Delaware corporation (“Topco”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), and Core & Main LP, a Florida limited partnership (“Opco” and, together with Topco and Holdings, the “Companies”, and |
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| July 6, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 6, 2021. S-1/A 1 d70382ds1a.htm FORM S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on July 6, 2021. Registration No. 333-256382 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Core & Main, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 5099 86 |
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| July 6, 2021 |
Form of Stockholders Agreement. Exhibit 10.2 STOCKHOLDERS AGREEMENT of CORE & MAIN, INC. Dated as of [?], 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain Defined Terms 1 1.2 Other Definitional Provisions 5 ARTICLE II CORPORATE GOVERNANCE 5 2.1 Board Representation 5 2.2 Available Financial Information 7 2.3 Other Information 8 2.4 Access 9 2.5 Termination of Rights 9 ARTICLE III MISCELLANEOUS 9 3.1 Confidentialit |
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| July 6, 2021 |
EX-10.14 5 d70382dex1014.htm EX-10.14 Exhibit 10.14 AMENDED AND RESTATED CORE & MAIN HOLDINGS, LP EQUITY INCENTIVE PLAN Article I Purpose Core & Main Holdings, LP has established this Plan (formerly known as the Core & Main LP Equity Incentive Plan), to foster and promote its long-term financial success. Capitalized terms have the meaning given in Article XII. Article II Powers of the General Part |
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| July 6, 2021 |
CORRESP 1 filename1.htm July 6, 2021 Katherine Bagley U.S. Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Core & Main, Inc. Amendment 1 to Registration Statement on Form S-1 Filed June 14, 2021 File No. 333-256382 Dear Ms. Bagley: This letter sets forth the responses of Core & Main, Inc. (the “Registr |
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| July 6, 2021 |
Exhibit 21.1 CORE & MAIN, INC. SUBSIDIARIES OF THE REGISTRANT Upon the consummation of this offering, the following entities will become subsidiaries of Core & Main, Inc. Legal Name State or Jurisdiction of Incorporation or Organization CD&R WW, LLC Core & Main Holdings, LP Delaware Delaware Core & Main Buyer, Inc. Delaware Core & Main Connector, LLC Delaware Core & Main Midco, LLC Delaware Core & |
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| July 6, 2021 |
Exhibit 10.15 Executive Common Unit and Profits Unit Agreement This Executive Common Unit and Profits Unit Agreement, dated as of the date set forth on the page immediately following the signature page hereof, is entered by and among Core & Main Holdings, LP, a Delaware limited partnership (the ?Partnership?), Core & Main Management Feeder, LLC, a Delaware limited liability company (?Management LL |
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| July 6, 2021 |
Form of Registration Rights Agreement. EX-10.3 3 d70382dex103.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT of CORE & MAIN, INC. Dated as of [•], 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Incidental Registrations 6 (a) Right to Include Registrable Securities 6 (b) Priority in Incidental Registrations 7 3. Registration on Request 7 (a) Request by the Demand Party 7 (b) Priority on Demand Registration 8 (c) Cance |
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| July 6, 2021 |
Exhibit 10.16 August [], 2017 [Director Name] [Address] CD&R Waterworks Board Compensation Dear [Director Name]: We are pleased that you have agreed to become a member of the Board of Directors (the ?Board?) of HD Supply Waterworks, Ltd. (the ?Partnership?). This letter sets forth our mutual agreement as to the compensation that you are entitled to be paid in that role. ? Annual Fee. The annual fe |
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| June 14, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 14, 2021. S-1/A 1 d70382ds1a.htm FORM S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on June 14, 2021. Registration No. 333-256382 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Core & Main, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 5099 8 |
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| June 14, 2021 |
June 14, 2021 Katherine Bagley U.S. Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Core & Main, Inc. Registration Statement on Form S-1 Filed May 21, 2021 File No. 333-256382 Dear Ms. Bagley: This letter sets forth the responses of Core & Main, Inc. (the “Registrant”) to the comments contained in your |
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| May 21, 2021 |
EX-4.2 2 d70382dex42.htm EX-4.2 Exhibit 4.2 CD&R WATERWORKS MERGER SUB, LLC as Issuer and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF AUGUST 1, 2017 PROVIDING FOR ISSUANCE OF NOTES IN SERIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 1 Se |
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| May 21, 2021 |
Exhibit 10.10 Employment Agreement This Employment Agreement (this ?Agreement?) is made effective as of March 9, 2018 (the ?Effective Date?), by and between Core & Main LP (?C&M? or ?Company?), of 1830 Craig Park Court, Maryland Heights, Missouri, 63146 and Steve LeClair. WHEREAS, C&M is engaged in the business of the distribution of water, sewer, storm, fusible piping and fire protection infrastr |
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| May 21, 2021 |
EX-10.1.6 12 d70382dex1016.htm EX-10.1.6 Exhibit 10.1.6 LENDER JOINDER AGREEMENT THIS LENDER JOINDER AGREEMENT, dated as of July 8, 2019 (this “Lender Joinder Agreement”), by and among JPMORGAN CHASE BANK, N.A. (in such capacity, the “Additional Commitment Lender”), CORE & MAIN LP (formerly known as HD Supply Waterworks, Ltd., a Florida limited partnership (as successor by merger to CD&R Waterwork |
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| May 21, 2021 |
EX-10.9 13 d70382dex109.htm EX-10.9 Exhibit 10.9 EXECUTION VERSION INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, dated as of August 1, 2017 (the “Agreement”), is among CD&R Plumb Buyer, LLC, a Delaware limited liability company ( “Guarantor Holdings”), HD Supply Waterworks Group, LLC, a Delaware limited liability company f/k/a HD Supply Waterworks Group, Inc. (“Waterworks Group”), HD S |
