Core & Main, Inc.

All of the NEOs participate in the executive basic life insurance plan. Under this plan, the beneficiary of a participant who dies while employed by us is entitled to a lump sum payment of $500,000. The participant owns the insurance policy, and the Company pays the premium on his or her behalf. The value of the premium for fiscal 2024 for each NEO is described below under "Director and Executive Compensation—Summary Compensation Table." In addition, Mr. LeClair has a secondary life insurance policy with a benefit amount of $4,500,000 and the value of Mr. LeClair’s secondary policy premium was an additional $2,290. Mr. LeClair also received a payment of $1,761 to cover the income taxes owed in respect of his secondary policy.

Other benefits provided to our NEOs include participation in an executive medical benefit program and a vehicle allowance program for our NEOs.

Employment Agreements and Special Equity Awards in connection with the Executive Transition

In connection with the Executive Transition, Opco entered into new employment agreements with each of Messrs. LeClair and Witkowski, replacing their existing employment agreements, and Ms. Bradbury. The specific terms, including severance benefits, of these new employment agreements, which came into effect after fiscal 2024, are described below. For an overview of the terms of the prior agreements of Messrs. LeClair and Witkowski, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table - Fiscal 2024 Employment Agreements.” Ms. Bradbury was not previously party to an employment agreement with Opco.

LeClair Employment Agreement Effective Upon the Executive Transition

Mr. LeClair’s new employment and transition agreement effective as of March 31, 2025 (the “New LeClair Agreement”), replaced and superseded that certain Employment Agreement, dated as of March 9, 2018, by and between Opco and Mr. LeClair. The New LeClair Agreement terminates on April 1, 2026, and provides for an annual base salary of $935,000 with eligibility to receive a target performance bonus of up to 135% of his base salary.

Mr. LeClair is entitled to participate in Opco’s MICP and other compensation and benefit plans available to other executives or officers of Opco. On a termination by Opco without “cause” or by the executive as a resignation for “good reason,” Mr. LeClair is entitled to (i) a payment equal to his remaining base salary and his target MICP bonus, paid in equal installments over the remaining term following termination, (ii) accelerated vesting of unvested awards as if he had remained employed through the term of the New LeClair Agreement, and (iii) a payment equal to the monthly cost of purchasing COBRA continuation coverage, payable in monthly installments for the remaining term following termination. Payment is subject to his execution of a release of claims.

Under the New LeClair Agreement, as well as the New Witkowski Agreement (defined below) and Bradbury Agreement (defined below):

•“cause” means any of the following: (i) indictment for, commission of, conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude; (ii) commission of fraud, theft, embezzlement, self-dealing, dishonesty, misappropriation or other malfeasance against Opco; (iii) material and persistent failure to perform executive’s lawful duties or responsibilities under the terms of the employment agreement or other agreement with Opco (other than by reason of disability); (iv) failure to comply with any lawful policy of Opco; (v) commission of acts or omissions constituting gross negligence or material misconduct in the performance of any aspect of the executive’s lawful duties or responsibilities which have or may be expected to have an adverse effect on Opco; (vi) breach of any fiduciary duty owed to Opco; (vii) material violation or material breach of any restrictive covenant or any material term of this Agreement or other material term of another agreement between the Parties; (viii) failure or refusal to cooperate in good faith with a governmental or internal investigation; or (ix) commission of any act or omission that materially damages or is reasonably likely to materially damage the financial condition or business of Opco or materially damages or is reasonably likely to materially damage the reputation, public image, goodwill, assets or prospects of Opco; and

•“good reason” for an executive’s resignation includes the following circumstances: (i) a material reduction in base salary (except for any across-the-board reduction impacting substantially all executives of Opco where such reduction does not represent a greater than 10% reduction); (ii) a material reduction in the percentage of base salary that constitutes the executive’s target bonus; (iii) a material reduction the Executive’s duties, authorities and responsibilities; (iv) a material adverse change to the executive’s title or reporting line; (v) the introduction of a requirement that the executive report to a different principal work location that increases the executive’s commute by more than 40 miles; or (vi) Opco engages in a material violation or material breach of any restrictive covenant or any material term of the employment agreement or material term of another agreement with the executive. The executive must provide Opco with 30 days to cure any of the aforementioned conditions and must resign and the Executive must then resign and separate from employment no later than 90 days following the initial existence of the condition that is claimed to constitute “good reason” for the executive’s resignation.