Core & Main, Inc.

We have a long-standing commitment to conduct our business in accordance with the highest ethical principles. Our Code of Conduct is applicable to all the representatives of our Company, including our executive officers, associates and employees of our Company and our subsidiary companies, as well as to our directors. A copy of our Code of Conduct is available on the Governance section of our investor relations website. We intend to timely disclose on our investor relations website any amendments to, or waivers from, the Code of Conduct that are required to be publicly disclosed. Under our Code of Conduct, our associates are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. Any violation of our Code of Conduct will be subject to appropriate discipline, up to and including dismissal from the Company or prosecution under the law.

Our Code of Financial Ethics for our senior financial officers is also available on the Governance section of our investor relations website and applies to our CEO, CFO, Chief Accounting Officer and any other senior corporate officers with financial, accounting and reporting responsibilities. Under this Code of Financial Ethics, our senior financial officers are required, among other things, to (i) dedicate their best efforts to advancing the Company’s interests using unbiased and objective standards when making business decisions, (ii) conduct the Company’s business in an ethical and honest manner, including the ethical handling of actual or apparent conflicts of interest and (iii) make disclosures that are full, fair, accurate, timely and understandable in all material respects when filing reports or submitting documents to the SEC, and in all other public communications.

Communicating with Our Board

Shareholders and other interested parties can communicate with the Board as a whole, the independent directors or any individual director of the Board or any Committee. All such communications should be submitted by email at Directors@coreandmain.com or by mail at: Core & Main, Inc., 1830 Craig Park Court, St. Louis, Missouri 63146, Attention: Secretary.

As an initial matter, the Secretary will determine whether the communication is a proper communication for the Board. The Secretary will not forward to the Board, any Committee or any director communications of a personal nature or those not related to the duties and responsibilities of the Board, including, without limitation, junk mail, mass mailings, business solicitations, routine customer service complaints, political campaign or election materials, new product or service suggestions, opinion survey polls or any other communications deemed by the Secretary to be immaterial to the Company.

Stock Ownership Guidelines

We have in place stock ownership guidelines to further our belief that our directors, CEO and certain other executive officers should maintain a material personal financial stake in the Company to promote a long-term perspective in managing the Company and to align shareholder and executive interests. All covered persons are subject to this policy and currently satisfy the stock ownership guidelines.

Each covered person is required to maintain a minimum equity stake in the Company, determined as a multiple of the covered person’s base salary or annual cash retainer, as applicable, and converted to a fixed number of shares of common stock. Each of the non-employee members of the Board must maintain stock ownership equal to five times his or her annual cash retainer. The Company’s CEO must maintain stock ownership equal to six times his or her base salary. Each other Section 16 officer must maintain stock ownership equal to three times his or her base salary.

Until the minimum stock ownership level is achieved, the covered person is required to retain an amount of shares equal to 50% of the net shares received as a result of the exercise of Company stock options or the vesting of any restricted stock, restricted stock units or other share-based compensation that is granted on or after the IPO. It is expected that each covered person shall attain the applicable share ownership level no later than five years after first becoming subject to it. For the purpose of determining ownership levels, common units of Management Feeder granted under the Pre-IPO Plan that can be indirectly exchanged for shares of the Company’s Class A common stock are treated as shares held directly.

Policy on Recovering Incentive Compensation

We have a Dodd-Frank Clawback Policy which covers our current and former executive officers, including our NEOs. Under this policy, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws, the Company will recoup the amount of incentive compensation paid to our current or former executive officers in excess of what would have been paid if the amounts had been determined based on the restated financial reporting measures. For purposes of the policy, "incentive compensation" includes all cash bonuses and equity compensation based wholly or in part upon the attainment of a financial reporting measure. The Dodd-Frank Clawback Policy is filed as Exhibit 97.1 to our 2024 Form 10-K.

In addition, we have an Amended and Restated Clawback and Forfeiture Policy, covering current and former employees who are not covered by our Dodd-Frank Clawback Policy. The Amended and Restated Clawback and Forfeiture Policy allows the Company to recoup excess incentive compensation paid to these individuals under the same circumstances as our Dodd-Frank Clawback Policy described above.