Core & Main, Inc.

There is no threshold earning level for these PSAs because the Company is committed to achieving its disclosed target goals and therefore no payment under these awards is warranted for below Target performance. If the Target performance level is achieved participants will earn 100% of the PSAs awarded. If the maximum performance level is achieved participants will earn 200% of the PSAs awarded. Any awards earned based on 2028 results will vest on March 31, 2029.

When approving these awards, the Committee acknowledged the special-purpose nature of the awards to support leadership continuity during the CEO and CFO succession process and to align the new leadership team with the Company’s stated long-term financial goals. Absent special circumstances in the future, the Committee does not expect to provide special-purpose equity awards as a routine matter.

Other Policies and Practices

Policy on Recovering Incentive Compensation

The Company has adopted a Dodd-Frank Clawback Policy and an Amended and Restated Clawback and Forfeiture Policy covering current and former employees who are not covered by our Dodd-Frank Clawback Policy. See “Directors, Executive Officers and Corporate Governance—Policy on Recovering Incentive Compensation” onpage 20 of this proxy statement.

Stock Ownership Guidelines and Holding Period Requirements

The Company has adopted stock ownership guidelines applicable to our executive officers (including our NEOs) and non-employee directors. See “Directors, Executive Officers and Corporate Governance—Stock Ownership Guidelines” onpage 20 of this proxy statement.

Insider Trading Policy; No Hedging, Pledging or Short Sales

The Company's Policy on Trading in Securities prohibits our directors, executive officers and employees from engaging in buying, selling, gifting or otherwise trading securities of the Company when such person possesses material nonpublic information relating to the Company or our securities. A copy of our Policy on Trading Securities was filed as Exhibit 19.1 to our 2024 Form 10-K.

The Policy on Trading in Securities also prohibits our directors, executive officers and employees from engaging in hedging, pledging or short sales with respect to Company securities.

Tax and Accounting Considerations

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, generally places a limit of $1 million per year on the amount of compensation paid to certain of our executive officers that is deductible by the Company for federal income tax purposes.

Where appropriate, we attempt to structure our executive employment arrangements and compensation programs to allow us to maximize the Company’s tax deductions for the compensation we pay to our executives. However, it is expected that our Talent and Compensation Committee will authorize compensation payments that are not deductible for federal income tax purposes when it believes that such payments are appropriate to attract, retain and incentivize executive talent.