Core & Main, Inc.

Witkowski Agreement or the Bradbury Agreement, but rather is based on the employment agreements with Messrs. LeClair and Witkowski in effect for fiscal 2024. See “Narrative Disclosure to Summary Compensation Table and Grant Plan-Based Awards Table-Employment Agreements” above for a description of the NEOs’ respective employment agreements effective during fiscal 2024.

Estimated Benefits upon Termination without “Cause” or Resignation due to a “Change in Employment”

Upon termination without “cause” or resignation due to a “change in employment” or “good reason,” as applicable, Messrs. LeClair, Witkowski, Huebert and Cowles are entitled to contractual severance benefits payable on termination plus payment of COBRA premium costs, as quantified in the table below. Mr. Schaller does not have an employment agreement with the Company and is not entitled to any severance benefits from the Company if he is terminated without “cause” or he resigns due to a “change in employment.” None of our NEOs is entitled to any additional severance upon a termination in connection with a change in control.

(1)Salary is reflective of fiscal year 2024.

(2)Payment of the COBRA benefit payment will cease in the event that an executive becomes eligible for health benefits coverage from a subsequent employer.

Estimated Benefits in Connection with a Change in Control or Termination due to Death or Disability

If an NEO’s employment is terminated as a result of the NEO’s death or disability any unvested RSUs and stock options held by the NEO at the time of his or her death or disability will accelerate and become vested.

Vesting of awards granted under our Omnibus Incentive Plan will not be accelerated upon a change in control of the Company if the awards are assumed or replaced with substitute awards that (i) have the same or better terms and conditions, including vesting terms and (ii) provide for accelerated vesting if the grantee’s employment is terminated by the successor company without “cause” or the grantee resigns with “good reason,” in each case within 12 months of the change in control. The amounts shown below reflect the value of accelerated awards upon a change in control of the Company in which our NEOs did not receive replacement awards meeting these criteria.

As described above, assuming a termination of employment due to the executive’s death or disability, or the occurrence of a change in control of the Company in which outstanding unvested awards were not substituted or replaced in accordance with the terms of the Omnibus Incentive Plan, in each case on February 2, 2025, our NEOs would have received benefits from the accelerated vesting of unvested RSUs and stock options in the following amounts:

(1)Calculated based on a value of $56.44 per unvested RSU, which was the closing price of our Class A common stock on January 31, 2025, the last trading day prior to the end of fiscal 2024.

(2)Calculated based on the “spread value” of outstanding unvested options using a price per share of $56.44 per share, which was the closing price of our Class A common stock on January 31, 2025, the last trading day prior to the end of fiscal 2024.

None of our NEOs are entitled to any additional payments or benefits upon a termination of employment due to the executive’s death or disability or the occurrence of a change in control.