Core Main Inc

Director and Officer Trading Arrangements

Item 408(a) of Regulation S-K requires the Company to disclose whether any of its directors or officers have adopted orterminated (i) any trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); and/or (ii) any written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K. During the quarter ended October 27, 2024, the following activity occurred requiring disclosure under Item 408(a) of Regulation S-K.

John R. Schaller, Executive Vice President, adopted a new trading arrangement on October 11, 2024 providing for the sale of up to 111,406 aggregate shares of the Company’s Class A common stock between January 10, 2025 and July 10, 2025.

Bradford A. Cowles, President, adopted a new trading arrangement on October 11, 2024 providing for the sale of up to 100,000 aggregate shares of the Company’s Class A common stock between January 10, 2025 and July 10, 2025.

Mark G. Whittenburg, General Counsel and Secretary, adopted a new trading arrangement on October 11, 2024 providing for the sale of up to 150,000 aggregate shares of the Company’s Class A common stock between January 10, 2025 and July 10, 2025.

Each of the above trading arrangements is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s Policy on Trading in Securities.

Second Amendment and Restatement of Bylaws

On November 26, 2024, the Company’s board of directors adopted Second Amended and Restated By-Laws (the “By-Laws”), effective immediately. The By-Laws amend certain of the provisions of Article I, Sections 1, 4, 6, and 12, Article II, Sections 11 and 14, Article IV, Sections 1 and 7, Article V, Section 4 and Article IX, Section 1. Among other things, the amendments set forth in the By-Laws:

(1) eliminate the requirement to make a stockholder list available for examination at meetings of stockholders as provided for by recent amendments to the Delaware General Corporation Law;

(2) update various provisions of the By-Laws to remove references to a formerly effective stockholders agreement among the Company and certain former stockholders; and

(3) update provisions of the By-Laws to clarify responsibilities of the officer role of President.

Additional amendments were made to make clarifying or conforming language changes, in addition to technical or ministerial changes. The foregoing description is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.