Core & Main, Inc.

Securities Authorized for Issuance Under Equity Compensation Plans

As discussed further below under “Director and Executive Compensation—Elements of Our Executive Compensation Program,” we make grants of long-term equity incentive compensation to our employees and directors under the Core & Main, Inc. 2021 Omnibus Equity Incentive Plan (the “Omnibus Incentive Plan”). The following table sets forth the number of shares of our Class A common stock reserved for issuance under our equity compensation plans as of February 2, 2025:

Equity Compensation Plan Information

(1)Consists of 2,093,426 outstanding stock options, 172,384 stock appreciation rights and 317,208 restricted stock units granted under the Omnibus Incentive Plan.

(2)Consists of 2,093,426 outstanding stock options having a weighted average exercise price of $28.56 and 172,384 stock appreciation rights having a weighted average exercise price of $6.03.

(3)Consists of 10,043,008 shares remaining available for issuance under the Omnibus Incentive Plan and 2,206,947 shares available for issuance under our Employee Stock Purchase Plan.

The number or amount of shares of stock, other property or cash covered by outstanding awards, the number and type of shares of stock that have been authorized for issuance under the Omnibus Incentive Plan, the exercise or base price or purchase price of each outstanding award, and the other terms and conditions of outstanding awards, will be subject to adjustment by the Talent and Compensation Committee, in its discretion, in the event of any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting our common stock.