Core & Main, Inc.

Grants of Plan-Based Awards for Fiscal 2024

The following table provides information concerning the annual incentive plan opportunities made available to the NEOs in fiscal 2024.

(1)Reflects MICP awards for fiscal 2024. Amounts reflect potential payouts at threshold, target and maximum performance levels.

(2)RSUs granted under our Omnibus Incentive Plan. See “Elements of Our Executive Compensation Program—Long-Term Incentive Awards Granted in Fiscal 2024.” The amount in the Grant Date Fair Value column represents the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718.

(3)Stock options granted under our Omnibus Incentive Plan. See “Elements of Our Executive Compensation Program—Long-Term Incentive Awards Granted in Fiscal 2024.” The amount in the Grant Date Fair Value column represents the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Fiscal 2024 Employment Agreements

Messrs. LeClair, Witkowski, Huebert and Cowles were each party to an employment agreement with Opco. Each employment agreement provided for at-will employment with Opco. Each executive was entitled to participate in Opco’s MICP and other compensation and benefit plans available to other executives or officers of Opco.

Under the terms of each employment agreement with Messrs. LeClair, Witkowski and Cowles, on a termination by Opco without “cause” or by the executive due to a “change in employment” (i.e., “good reason” to resign due to a change in employment), each executive would be entitled to (i) a payment equal to 12 months base salary (24 months for Mr. LeClair) and his target MICP bonus (two times target MICP bonus for Mr. LeClair), paid in equal installments over the twelve-month (24-months for Mr. LeClair) period following termination, and (ii) a payment equal to the monthly cost of purchasing COBRA continuation coverage, payable in monthly installments for the 12-month period following termination, with payment subject to the executive’s execution of a release of claims.

Under each such employment agreement:

• “cause” means (i) executive’s commission of a crime involving fraud, theft, false statements or other similar acts or commission of any crime that is a felony, (ii) executive’s willful or grossly negligent failure to perform employment duties or (iii) executive’s material breach of the employment agreement or the terms of an applicable noncompetition, nondisclosure or non-solicitation provision (in the case of (ii) or (iii), the executive has a 30-day period to cure); and

• “change in employment” means (i) the assignment of duties that are materially inconsistent with the executive’s position, (ii) a reduction in executive’s base salary, (iii) Opco’s material breach of the employment agreement, or (iv) the