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Core & Main, Inc.

For the period ended Aug 3, 2025. Filed Sep 9, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Aug 3, 2025 · Filed Sep 9, 2025

CNM$45.97-2.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-05-04; filed 2025-06-10.

0001856525-25-000116

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-08-03; filed 2025-09-09.

0001856525-25-000173

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 114 previous paragraphs and 124 current paragraphs.

71 unchanged; 25 reworded; 22 added; 15 removed; 3 previous and 6 current paragraphs rearranged.

Tables are not compared: 6 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (22)

Current report

We define Adjusted Diluted Earnings Per Share as diluted earnings per share adjusted for (a) amortization of intangible assets, (b) loss on debt modification and extinguishment, (c) equity-based compensation, (d) expenses associated with acquisition activities, (e) expenses associated with the initial public offering and subsequent secondary offerings and (f) the tax impact of these Non-GAAP adjustments, divided by the weighted-average number of shares of our common stock outstanding on a fully diluted basis for the applicable period. We use Adjusted Diluted Earnings Per Share to assess the operating results and effectiveness of our business. See “—Non-GAAP Financial Measures” below for further discussion of Adjusted Diluted Earnings Per Share and a reconciliation to diluted earnings per share, the most directly comparable measure under U.S. GAAP.

Current report

Net sales for the three months ended August 3, 2025 increased $129 million, or 6.6%, to $2,093 million compared with $1,964 million for the three months ended July 28, 2024. Net sales increased primarily dueto higher volumes and acquisitions. Net sales increased for pipes, valves & fittings, storm drainage and fire protection products due to higher volumes and acquisitions. Net sales of meter products declined due to project delays in the current quarter following substantial growth in the prior year period.

Current report

SG&A expenses for the three months ended August 3, 2025 increased $34 million, or 12.7%, to $302 million compared with $268 million during the three months ended July 28, 2024. SG&A expenses as a percentage of net sales were 14.4% for the three months ended August 3, 2025 compared with 13.6% for the three months ended July 28, 2024. The increasewas primarily attributable to higher personnel expenses, including higher variable compensation costs from an increase in gross profit, higher employee benefits costs and other distribution-related expenses driven by inflation and increased sales volume.

Current report

D&A expense for the three months ended August 3, 2025 was $45 million compared with $46 million during the three months ended July 28, 2024. The decrease was primarily attributable to lower amortization on existing customer relationship intangible assets.

Current report

Operating income for the three months ended August 3, 2025 increased $9 million, or 4.4%, to $213 million compared with $204 million during the three months ended July 28, 2024. The increase in operating income was primarily attributable to higher gross profit partially offset by higher SG&A expenses.

Current report

Net income attributable to Core & Main, Inc. for the three months ended August 3, 2025 increased $15 million, or 12.6%, to $134 million compared with $119 million for the three months ended July 28, 2024. The increase was primarily attributable to increased net income.

Current report

Adjusted Diluted Earnings Per Share for the three months ended August 3, 2025 increased 13.0% to$0.87 compared with$0.77 for the three months ended July 28, 2024. Theincrease in Adjusted Diluted Earnings Per Sharewas primarily attributable to anincrease in net income and lower Class A share counts following the share repurchase transactions executed throughout fiscal 2024 and fiscal 2025. For a reconciliation of Adjusted Diluted Earnings Per Share to diluted earnings per share, the most comparable GAAP financial metric, as applicable, see “—Non-GAAP Financial Measures.”

Current report

Six Months Ended August 3, 2025 Compared with Six Months Ended July 28, 2024

Current report

SG&A expenses for the six months ended August 3, 2025 increased $70 million, or 13.3%, to $595 million compared with $525 million during the six months ended July 28, 2024. SG&A expenses as a percentage of net sales were 14.9% for the six months ended August 3, 2025 compared with 14.2% for the six months ended July 28, 2024. The increase was primarily attributable tohigher personnel expenses, including higher variable compensation costs from an increase in gross profit, higher acquisition related costs, higher employee benefits costs and other distribution-related expenses driven by inflation and increased sales volume.

Current report

Operating income for the six months ended August 3, 2025 increased $12 million, or 3.2%, to $384 million compared with $372 million during the six months ended July 28, 2024. The increase in operating income was primarily attributable to higher gross profit partially offset by higher SG&A expenses.

Current report

Interest expense was $61 million for the six months ended August 3, 2025 compared with $70 million for the six months ended July 28, 2024. The decrease was primarily attributable to fiscal 2024 amendments to reduce the effective applicable margin on the Senior Term Loan Credit Facility, a decrease in interest rates and decreased average borrowings under the Senior ABL Credit Facility.

Current report

Net income for the six months ended August 3, 2025 increased $19 million, or 8.4% to $246 million compared with $227 million for the six months ended July 28, 2024. The increase in net income was primarily attributable to an increase in operating income and a decrease in interest expense.

Current report

The Class A common stock basic earnings per share for the six months ended August 3, 2025 increased 10.8% to$1.23 compared with$1.11 forthe six months ended July 28, 2024. The Class A common stock diluted earnings per share for the six months ended August 3, 2025 increased 9.9% to$1.22 compared with$1.11 for the six months ended July 28, 2024. The basic and diluted earnings per share increased due to an increase in net income and lower Class A share counts following the share repurchase transactions executed throughout fiscal 2024 and fiscal 2025.

Current report

Adjusted EBITDA for the six months ended August 3, 2025 increased $16 million, or 3.4%, to $490 million compared with $474 million for the six months ended July 28, 2024. The increase in Adjusted EBITDA was primarily attributable to higher gross profit partially offset by higher SG&A expenses. For a reconciliation of Adjusted EBITDA to net income or net income attributable to Core & Main, Inc., the most comparable GAAP financial metric, as applicable, see “—Non-GAAP Financial Measures.”

Current report

Adjusted Diluted Earnings Per Share for thesix months ended August 3, 2025 increased 9.2% to$1.55 compared with$1.42 for thesix months ended July 28, 2024. Theincrease in Adjusted Diluted Earnings Per Sharewas primarily attributable toan increase in net income and lower Class A share counts following the share repurchase transactions executed throughout fiscal 2024 and fiscal 2025. For a reconciliation of Adjusted Diluted Earnings Per Share to diluted earnings per share, the most comparable GAAP financial metric, as applicable, see “—Non-GAAP Financial Measures.”

Current report

We define Adjusted Diluted Earnings Per Share as diluted earnings per share adjusted for (a) amortization of intangible assets, (b) loss on debt modification and extinguishment, (c) equity-based compensation, (d) expenses associated with acquisition activities, (e) expenses associated with the initial public offering and subsequent secondary offerings and (f) the tax impact of these Non-GAAP adjustments, divided by the weighted-average number of shares of our common stock outstanding on a fully diluted basis for the applicable period. Diluted earnings per share is the most directly comparable GAAP measure to Adjusted Diluted Earnings Per Share.

Current report

(2)Represents the tax impact on non-GAAP adjustments for amortization of intangibles, equity-based compensation, and acquisition expenses.
Removed paragraphs (15)

Previous report

SG&A expenses for the three months ended May 4, 2025 increased $36 million, or 14.0%, to $293 million compared with $257 million during the three months ended April 28, 2024. The increase is primarily attributable to higher personnel expenses, primarily attributable to acquisitions, inflation and other distribution-related costs due to an increase in sales volume. SG&A expenses as a percentage of net sales were 15.3% for the three months ended May 4, 2025 compared with 14.8% for the three months ended April 28, 2024. The increase was primarily attributable to acquisitions and inflationary cost impacts.

Previous report

Operating income for the three months ended May 4, 2025 increased $3 million, or 1.8%, to $171 million compared with $168 million during the three months ended April 28, 2024. The increase in operating income was primarily attributable to higher gross profit partially offset by higher SG&A and D&A expenses.

Previous report

Net income attributable to non-controlling interests for the three months ended May 4, 2025 decreased $1 million to $5 million compared with $6 million for the three months ended April 28, 2024. Thedecrease was primarily attributable to exchanges of Partnership Interests by non-controlling interest holders partially offset by an increase in net income.

Previous report

(2)Notional amount of$800 million as of May 4, 2025. The notional amount decreases to $700 million on July 27, 2025 through the instrument maturity on July 27, 2026.
Reworded paragraphs (25)

Previous wording

The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31 st. Quarters within the fiscal year include 13-week periods, unless a fiscal year includes a 53 rd week, in which case the fourth quarter of the fiscal year will be a 14-week period. Each of the three months ended May 4, 2025 and three months ended April 28, 2024 included 13 weeks. The current fiscal year ending February 1, 2026 (“fiscal 2025”) will include 52 weeks.

Current wording

The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31 st. Quarters within the fiscal year include 13-week periods, unless a fiscal year includes a 53 rd week, in which case the fourth quarter of the fiscal year will be a 14-week period. Each of the three months ended August 3, 2025 and three months ended July 28, 2024 included 13 weeks and each of the six months ended August 3, 2025 and six months ended July 28, 2024 included 26 weeks. The current fiscal year ending February 1, 2026 (“fiscal 2025”) will include 52 weeks.

Previous wording

The costs to procure the products we sell are historically volatile and subject to fluctuations arising from changes in supply and demand, national and international economic conditions, labor and material costs, competition, market speculation, government regulation, weather events, trade policies and periodic delays in the delivery of our products. If we are able to pass through price increases to our customers, our net sales will increase; conversely, during periods of deflation, our customer pricing may decrease to remain competitive, resulting in decreased net sales. During the fiscal year ended January 29, 2023 (“fiscal 2022”), we experienced supply chain disruption that contributed to significant price inflation and product surcharges with respect to certain products we sell. The supply chain disruption was due to several factors, including, but not limited to, unpredictable lead times and delays from our suppliers, labor availability, global logistics and the availability of raw materials. In fiscal 2023, we saw improvements in the supply chain and more predictable lead times for certain products, but for other products the supply chain remained constrained. This led to price stability in fiscal 2023 compared to the price inflation we experienced during fiscal 2022. In fiscal 2024, certain suppliers and product lines experienced greater product availability that slightly lowered selling prices for these product lines. Additional supply chain disruptions may result in increases in product costs which we may not be able to pass on to our customers, loss of sales due to lack of product availability or potential customer claims from the inability to provide products in accordance with contractual terms. Greater product availability from supply chain improvements may lead to increased competition that may result in price and volume declines. We continue to monitor all of these factors and the resulting price impacts. In addition, the cost of products we purchase and sell may be impacted by the imposition of additional tariffs on imported goods from several geographic regions.

Current wording

The costs to procure the products we sell are historically volatile and subject to fluctuations arising from changes in supply and demand, national and international economic conditions, labor and material costs, competition, market speculation, government regulation, weather events, trade policies and periodic delays in the delivery of our products. If we are able to pass through price increases to our customers, our net sales will increase; conversely, during periods of deflation, our customer pricing may decrease to remain competitive, resulting in decreased net sales. During the fiscal year ended January 29, 2023 (“fiscal 2022”), we experienced supply chain disruption that contributed to significant price inflation and product surcharges with respect to certain products we sell. The supply chain disruption was due to several factors, including, but not limited to, unpredictable lead times and delays from our suppliers, labor availability, global logistics and the availability of raw materials. In fiscal 2023, we saw improvements in the supply chain and more predictable lead times for certain products that led to price stability in subsequent periods. Additional supply chain disruptions may result in increases in product costs which we may not be able to pass on to our customers, loss of sales due to lack of product availability or potential customer claims from the inability to provide products in accordance with contractual terms. Greater product availability from supply chain improvements may lead to increased competition that may result in price and volume declines. We continue to monitor all of these factors and the resulting price impacts. In addition, the cost of products we purchase and sell may be impacted by the imposition of additional tariffs on imported goods from several geographic regions.

Previous wording

Certain of our indebtedness, including borrowings under the Senior Term Loan Credit Facility (as defined in Note 6 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) and the Senior ABL Credit Facility, are subject to variable rates of interest and expose us to interest rate risk. The Senior Term Loan Credit Facility and the Senior ABL Credit Facility each bear interest based on term secured overnight financing rate (“Term SOFR”). If interest rates increase, our debt service obligations on our variable-rate indebtedness will increase and our net income would decrease, even though the amount borrowed under the facilities remains the same. As of May 4, 2025, we had $2,284 million of outstanding variable-rate debt. We seek to mitigate our exposure to interest rate volatility through the entry into interest rate swap instruments, such as our interest rate swap, associated with borrowings under the Senior Term Loan Credit Facility, which effectively converts $800 million of our variable rate debt to fixed rate debt, with notional amount decreases to $700 million on July 27, 2025 through the instrument maturity on July 27, 2026. On February 12, 2024, Core & Main LP entered into an additional interest rate swap, associated with borrowings under the Senior Term Loan Credit Facility, that has a starting notional amount of $750 million that increases to $1,500 million on July 27, 2026 through the instrument maturity on July 27, 2028. Despite these efforts, unfavorable movement in interest rates may further result in higher interest expense and cash payments.

Current wording

Certain of our indebtedness, including borrowings under the Senior Term Loan Credit Facility (as defined in Note 6 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) and the Senior ABL Credit Facility, are subject to variable rates of interest and expose us to interest rate risk. The Senior Term Loan Credit Facility and the Senior ABL Credit Facility each bear interest based on term secured overnight financing rate (“Term SOFR”). If interest rates increase, our debt service obligations on our variable-rate indebtedness will increase and our net income would decrease, even though the amount borrowed under the facilities remains the same. As of August 3, 2025, we had $2,278 million of outstanding variable-rate debt. We seek to mitigate our exposure to interest rate volatility through the entry into interest rate swap instruments, such as our interest rate swap, associated with borrowings under the Senior Term Loan Credit Facility, which effectively converts $700 million of our variable rate debt to fixed rate debt through the instrument maturity on July 27, 2026. Core & Main LP entered into an additional interest rate swap, associated with borrowings under the Senior Term Loan Credit Facility, that has a starting notional amount of $750 million that increases to $1,500 million on July 27, 2026 through the instrument maturity on July 27, 2028. Despite these efforts, unfavorable movement in interest rates may further result in higher interest expense and cash payments.

Previous wording

We define Adjusted EBITDA as EBITDA further adjusted for certain items management believes are not reflective of the underlying operations of our business, including but not limited to (a) loss on debt modification and extinguishment, (b) equity-based compensation, (c) expenses associated with the public offerings and (d) expenses associated with acquisition activities. Adjusted EBITDA includes amounts otherwise attributable to non-controlling interests as we manage the consolidated Company and evaluate operating performance in a similar manner. We use Adjusted EBITDA to assess the operating results and effectiveness of our business. See “—Non-GAAP Financial Measures” below for further discussion of Adjusted EBITDA and a reconciliation to net income or net income attributable to Core & Main, Inc., the most directly comparable measure under U.S. generally accepted accounting principles(“GAAP”), as applicable.

Current wording

We define Adjusted EBITDA as EBITDA further adjusted for certain items management believes are not reflective of the underlying operations of our business, including but not limited to (a) loss on debt modification and extinguishment, (b) equity-based compensation, (c) expenses associated with the public offerings and subsequent secondary offerings and (d) expenses associated with acquisition activities. Adjusted EBITDA includes amounts otherwise attributable to non-controlling interests as we manage the consolidated Company and evaluate operating performance in a similar manner. We use Adjusted EBITDA to assess the operating results and effectiveness of our business. See “—Non-GAAP Financial Measures” below for further discussion of Adjusted EBITDA and a reconciliation to net income or net income attributable to Core & Main, Inc., the most directly comparable measure under U.S. generally accepted accounting principles(“GAAP”), as applicable.

Previous wording

Interest expense was $30 million for the three months ended May 4, 2025 compared with $34 million for the three months ended April 28, 2024. The decrease was primarily attributable to a decrease in interest rates and decreased average borrowings under the Senior ABL Credit Facility.

Current wording

Interest expense was $31 million for the three months ended August 3, 2025 compared with $36 million for the three months ended July 28, 2024. The decrease was primarily attributable to fiscal 2024 amendments to reduce the effective applicable margin on the Senior Term Loan Credit Facility, a decrease in interest rates and decreased average borrowings under the Senior ABL Credit Facility.

Previous wording

The provision for income taxes for the three months ended May 4, 2025 increased $3 million, or 9.1%, to $36 million compared with $33 million for the three months ended April 28, 2024. The increase was primarily attributable to an increase in operating income and an increase in the effective tax rate. For the three months ended May 4, 2025 and April 28, 2024, our effective tax rate was 25.5% and 24.6%, respectively. The effective tax rate for each period reflects only the portion of net income that is attributable to taxable entities. The increase in theeffective tax rate was primarily attributable to a decrease in the non-controlling interest ownership that increased the allocation of net income to taxable entities.

Current wording

The provision for income taxes for the three months ended August 3, 2025 decreased $1 million, or 2.4%, to $41 million compared with $42 million for the three months ended July 28, 2024. The decrease was primarily attributable to a decrease in the effective tax rate partially offset by an increase in operating income. For the three months ended August 3, 2025 and the three months ended July 28, 2024, our effective tax rate was 22.5% and 25.0%, respectively. The effective tax rate for each period reflects only the portion of net income that is attributable to taxable entities. The decrease in the effective tax rate was primarily due to certain tax windfall benefits from equity award exercises.

Previous wording

Net income for the three months ended May 4, 2025 increased $4 million, or 4.0% to $105 million compared with $101 million for the three months ended April 28, 2024. The increase in net income was primarily attributable to a 1.8% increase in operating income and a decrease in interest expense partially offset by an increase in income tax expense.

Current wording

Net income for the three months ended August 3, 2025 increased $15 million, or 11.9%, to $141 million compared with $126 million for the three months ended July 28, 2024. The increase in net income was primarily attributable to an increasein operating income and a decrease in interest expense.

Previous wording

The Class A common stock basic earnings per share for the three months ended May 4, 2025 increased 8.2% to$0.53 compared with$0.49 forthe three months ended April 28, 2024. The Class A common stock diluted earnings per share for the three months ended May 4, 2025 increased 6.1% to$0.52 compared with$0.49 for the three months ended April 28, 2024. The basic earnings per share increased due to an increase in net income attributable to Core & Main, Inc. and lower Class A share counts following the share repurchase transactions executed throughout fiscal 2024 and fiscal 2025. Diluted earnings per share increased due to an increase in net income and lower Class A share counts following the share repurchase transactions executed throughout fiscal 2024 and fiscal 2025.

Current wording

The Class A common stock basic earnings per share for the three months ended August 3, 2025 increased 14.5% to$0.71 compared with$0.62 forthe three months ended July 28, 2024. The Class A common stock diluted earnings per share for the three months ended August 3, 2025 increased 14.8% to $0.70 compared with$0.61 forthe three months ended July 28, 2024. The increase in basic and diluted earnings per share was attributable to an increase in net income and lower Class A share counts following share repurchase transactions executed throughout fiscal 2024 and fiscal 2025.

Previous wording

Adjusted EBITDA for the three months ended May 4, 2025 increased $7 million, or 3.2%, to $224 million compared with $217 million for the three months ended April 28, 2024. The increase in Adjusted EBITDA was primarily attributable to higher gross profit partially offset by higher SG&A expenses. For a reconciliation of Adjusted EBITDA to net income or net income attributable to Core & Main, Inc., the most comparable GAAP financial metric, as applicable, see “—Non-GAAP Financial Measures.”

Current wording

Adjusted EBITDA for the three months ended August 3, 2025 increased $9 million, or 3.5%, to $266 million compared with $257 million for the three months ended July 28, 2024. The increase in Adjusted EBITDAwas primarily attributable to higher gross profit partially offset by higher SG&A expenses. For a reconciliation of Adjusted EBITDA to net income or net income attributable to Core & Main, Inc., the most comparable GAAP financial metric, as applicable, see “—Non-GAAP Financial Measures.”

Previous wording

Net sales for the three months ended May 4, 2025 increased $170 million, or 9.8%, to $1,911 million compared with $1,741 million for the three months ended April 28, 2024. Net sales increased primarily due to higher volumes and acquisitions. Net sales increased for pipes, valves & fittings, storm drainage and meter products due to higher volumes and acquisitions. Net sales for fire protection products declined due to lower end-market volumes and lower selling prices partially offset by acquisitions.

Current wording

Net sales for the six months ended August 3, 2025 increased $299 million, or 8.1%, to $4,004 million compared with $3,705 million for the six months ended July 28, 2024. Net sales increased primarily due tohigher volumes and acquisitions. Net sales increased for pipes, valves & fittings, storm drainage and meter products due to higher volumes and acquisitions. Net sales for fire protection products declined due to lower selling prices partially offset by acquisitions.

Previous wording

Gross profit for the three months ended May 4, 2025 increased $42 million, or 9.0%, to $510 million compared with $468 million for the three months ended April 28, 2024. Gross profit as a percentage of net sales for the three months ended May 4, 2025 was 26.7% compared with 26.9% for the three months ended April 28, 2024. The overall decrease in gross profit as a percentage of net sales was primarily attributable to a higher average cost of inventory this year compared to the prior year partially offset by favorable impacts from the execution of our gross margin initiatives and accretive acquisitions.

Current wording

Gross profit for the six months ended August 3, 2025 increased $84 million, or 8.5%, to $1,070 million compared with $986 million for the six months ended July 28, 2024. Gross profit as a percentage of net sales for the six months ended August 3, 2025 was 26.7% compared with 26.6% for the six months ended July 28, 2024. The overall increase in gross profit as a percentage of net sales was primarily attributable to favorable impacts from the execution of our gross margin initiatives and accretive acquisitions partially offset by higher average cost of inventory this year compared to the prior year.

Previous wording

D&A expense was $46 million for the three months ended May 4, 2025 compared with $43 million for the three months ended April 28, 2024. The increase was primarily attributable to recent acquisitions.

Current wording

D&A expense was $91 million for the six months ended August 3, 2025 compared with $89 million for the six months ended July 28, 2024. The increase was primarily attributable to recent acquisitions.

Previous wording

Net income attributable to Core & Main, Inc. for the three months ended May 4, 2025 increased $5 million, or 5.3%, to $100 million compared with $95 million for the three months ended April 28, 2024. The increase was primarily attributable to a 4.0% increase in net income and a decreased allocation to non-controlling interest holders following exchanges of Partnership Interests.

Current wording

Net income attributable to Core & Main, Inc. for the six months ended August 3, 2025 increased $20 million, or 9.3%, to $234 million compared with $214 million for the six months ended July 28, 2024. The increase was primarily attributable to an 8.4% increase in net income and a decreased allocation to non-controlling interest holders following exchanges of Partnership Interests.

Previous wording

As of May 4, 2025, our cash and cash equivalents totaled $8 million. We maintain our cash deposits according to a banking policy that requires diversification across a variety of highly-rated financial institutions. However, this could result in a concentration of cash and cash equivalents across these financial institutions in excess of Federal Deposit Insurance Corporation-insured limits.

Current wording

As of August 3, 2025, our cash and cash equivalents totaled $25 million. We maintain our cash deposits according to a banking policy that requires diversification across a variety of highly-rated financial institutions. However, this could result in a concentration of cash and cash equivalents across these financial institutions in excess of Federal Deposit Insurance Corporation-insured limits.

Previous wording

Additionally, we regularly evaluate our approach to our capital allocation, which may include acquisitions, capital expenditures, greenfields, debt reduction (including through open market debt repurchases, negotiated repurchases, other retirements of outstanding debt and opportunistic refinancing of debt), stock repurchases, dividends, payments on Tax Receivable Agreements or other distributions. During thethree months ended May 4, 2025, we completed $39 million of repurchases of Class A common stock under the Repurchase Program. For further details, refer to Note 1 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We may continue to return capital to our shareholders through share repurchases, including pursuant to the Repurchase Program or initiating dividend payments. The execution of these, and other, capital allocation activities may be at the discretion of, and subject to the approval by, our board of directors and will depend on our financial condition, earnings, liquidity and capital requirements, market conditions, level of indebtedness, contractual restrictions, compliance with our debt covenants, restrictions imposed by applicable law, general business conditions and any other factors that our board of directors deems relevant in making any such determination. Therefore, there can be no assurance that we will engage in any or all of these actions or to what amount of capital we will allocate to each option.

Current wording

Additionally, we regularly evaluate our approach to our capital allocation, which may include acquisitions, capital expenditures, greenfields, debt reduction (including through open market debt repurchases, negotiated repurchases, other retirements of outstanding debt and opportunistic refinancing of debt), stock repurchases, dividends, payments on Tax Receivable Agreements or other distributions. During thesix months ended August 3, 2025, we completed $47 million of repurchases of Class A common stock under the Repurchase Program. For further details, refer to Note 1 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We may continue to return capital to our shareholders through share repurchases, including pursuant to the Repurchase Program or initiating dividend payments. The execution of these, and other, capital allocation activities may be at the discretion of, and subject to the approval by, our board of directors and will depend on our financial condition, earnings, liquidity and capital requirements, market conditions, level of indebtedness, contractual restrictions, compliance with our debt covenants, restrictions imposed by applicable law, general business conditions and any other factors that our board of directors deems relevant in making any such determination. Therefore, there can be no assurance that we will engage in any or all of these actions or to what amount of capital we will allocate to each option.

Previous wording

Net cash provided by operating activities was$77 millionfor the three months ended May 4, 2025 compared with$78 million for thethree months ended April 28, 2024. The$1 million decrease incash provided by operating activities was due to a higher investment in working capital in the three months ended May 4, 2025 partially offset by the timing of interest payments, lower tax payments and an increase in net income.

Current wording

Net cash provided by operating activities was$111 millionfor the six months ended August 3, 2025 compared with$126 million for thesix months ended July 28, 2024. The$15 million decrease incash provided by operating activities was due to a higher investment in working capital in the six months ended August 3, 2025 partially offset by the timing of interest payments, lower tax payments and an increase in net income.

Previous wording

Net cash used in investing activities decreased by $558 million to $16 million for the three months ended May 4, 2025 compared with $574 million for the three months ended April 28, 2024, primarily attributable to$564 million in cash outflows for acquisitions during fiscal 2024.

Current wording

Net cash used in investing activities decreased by $590 million to $28 million for the six months ended August 3, 2025 compared with $618 million for the six months ended July 28, 2024, primarily attributable to$596 million in cash outflows for acquisitions during fiscal 2024 partially offset by a $7 million increase in capital expenditures.

Previous wording

Net cash used in financing activities was $61 million for the three months ended May 4, 2025 compared with net cash provided by financing activities of $525 million for the three months ended April 28, 2024. The change of $586 million was primarily attributed to a $542 million decrease in net borrowings and debt issuance costs, $39 million increase in outflows related to therepurchases of Class A common stock under the Repurchase Program and a $7 million increase in payments under the Tax Receivable Agreements during fiscal 2025.

Current wording

Net cash used in financing activities was $66 million for the six months ended August 3, 2025 compared with net cash provided by financing activities of $504 million for the six months ended July 28, 2024. The change of $570 million was primarily attributed to a $550 million decrease in net borrowings and debt issuance costs, a $26 million increase in outflows related to therepurchases of Class A common stock under the Repurchase Program and a $7 million increase in payments under the Tax Receivable Agreements during fiscal 2025.

Previous wording

As of May 4, 2025, our debt obligations (in millions) consist of the following:

Current wording

As of August 3, 2025, our debt obligations (in millions) consisted of the following:

Previous wording

(3)Interest rate swap entered into on February 12, 2024 for a notional amount of $750 million. The notional amount increases to $1,500 million on July 27, 2026 through the instrument maturity on July 27, 2028.

Current wording

(2)Interest rate swap entered into on February 12, 2024 for a notional amount of $750 million. The notional amount increases to $1,500 million on July 27, 2026 through the instrument maturity on July 27, 2028.

Previous wording

As of May 4, 2025, the Company had agreements in place with various suppliers to purchase goods and services, primarily inventory, in the aggregate amount of $1,262 million. These purchase obligations are generally cancellable, but the Company foresees no intent to cancel. Payments are generally expected to be made during fiscal 2025 and the fiscal year ended January 31, 2027.

Current wording

As of August 3, 2025, the Company had agreements in place with various suppliers to purchase goods and services, primarily inventory, in the aggregate amount of $1,024 million. These purchase obligations are generally cancellable, but the Company foresees no intent to cancel. Payments are generally expected to be made during fiscal 2025 and the fiscal year ended January 31, 2027.

Previous wording

In addition to providing results that are determined in accordance with GAAP, we present EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. These measures are not considered measures of financial performance or liquidity under GAAP and the items excluded therefrom are significant components in understanding and assessing our financial performance or liquidity. These measures should not be considered in isolation or as alternatives to GAAP measures such as net income or net income attributable to Core & Main, Inc., as applicable, cash provided by or used in operating, investing or financing activities or other financial statement data presented in our financial statements as an indicator of our financial performance or liquidity.

Current wording

In addition to providing results that are determined in accordance with GAAP, we present EBITDA, Adjusted EBITDA and Adjusted Diluted Earnings Per Share, which are non-GAAP financial measures. These measures are not considered measures of financial performance or liquidity under GAAP and the items excluded therefrom are significant components in understanding and assessing our financial performance or liquidity. These measures should not be considered in isolation or as alternatives to GAAP measures such as net income, net income attributable to Core & Main, Inc. or diluted earnings per share, as applicable, cash provided by or used in operating, investing or financing activities or other financial statement data presented in our financial statements as an indicator of our financial performance or liquidity.

Previous wording

We use EBITDA and Adjusted EBITDA to assess the operating results and effectiveness and efficiency of our business. Adjusted EBITDA includes amounts otherwise attributable to non-controlling interests as we manage the consolidated Company and evaluate operating performance in a similar manner. We present these non-GAAP financial measures because we believe that investors consider them to be important supplemental measures of performance, and we believe that these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Non-GAAP financial measures as reported by us may not be comparable to similarly titled metrics reported by other companies and may not be calculated in the same manner. These measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. For example, EBITDA and Adjusted EBITDA:

Current wording

We use EBITDA, Adjusted EBITDA and Adjusted Diluted Earnings Per Share to assess the operating results and effectiveness and efficiency of our business. Adjusted EBITDA and Adjusted Diluted Earnings Per Share include amounts otherwise attributable to non-controlling interests as we manage the consolidated Company and evaluate operating performance in a similar manner. We present these non-GAAP financial measures because we believe that investors consider them to be important supplemental measures of performance, and we believe that these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Non-GAAP financial measures as reported by us may not be comparable to similarly titled metrics reported by other companies and may not be calculated in the same manner. These measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. For example, EBITDA and Adjusted EBITDA:

Previous wording

In evaluating Adjusted EBITDA, you should be aware that, in the future, we may incur expenses similar to those eliminated in this presentation.

Current wording

In evaluating Adjusted EBITDA and Adjusted Diluted Earning Per Share, you should be aware that, in the future, we may incur expenses similar to those eliminated in this presentation.

Previous wording

A summary of our significant accounting policies are discussed in Note 2 to the audited consolidated financial statements in our 2024 Annual Report on Form 10-K. The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Our estimates and assumptions are based on historical experiences and changes in the business environment. However, actual results may differ from estimates under different conditions, sometimes materially. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of our financial condition and results of operations and require management judgment. There have been no significant changes to these policies which have had a material impact on the Company’s interim unaudited condensed consolidated financial statements and related notes during the three months ended May 4, 2025.

Current wording

A summary of our significant accounting policies are discussed in Note 2 to the audited consolidated financial statements in our 2024 Annual Report on Form 10-K. The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Our estimates and assumptions are based on historical experiences and changes in the business environment. However, actual results may differ from estimates under different conditions, sometimes materially. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of our financial condition and results of operations and require management judgment. There have been no significant changes to these policies which have had a material impact on the Company’s interim unaudited condensed consolidated financial statements and related notes during the three and six months ended August 3, 2025.
Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

Gross profit for the three months ended August 3, 2025 increased $42 million, or 8.1%, to $560 million compared with $518 million for the three months ended July 28, 2024. Gross profit as a percentage of net sales for the three months ended August 3, 2025 was 26.8% compared with 26.4% for the three months ended July 28, 2024. The overall increase in gross profit as a percentage of net sales was primarily attributable to favorable impacts from the execution of our gross margin initiatives.

Current report — wording carried from elsewhere

Selling, General and Administrative (“SG&A”) Expenses

Current report — wording carried from elsewhere

Amounts in millions (except per share data)

Current report — wording carried from elsewhere

The provision for income taxes for the six months ended August 3, 2025 increased $2 million, or 2.7%, to $77 million compared with $75 million for the six months ended July 28, 2024. The increase was primarily attributable to an increase in operating income partially offset by a decrease in the effective tax rate. For the six months ended August 3, 2025 and the six months ended July 28, 2024, our effective tax rate was 23.8% and 24.8%, respectively. The effective tax rate for each period reflects only the portion of net income that is attributable to taxable entities. The decrease in the effective tax rate was primarily due to certain tax windfall benefits from equity award exercises.

Current report — wording carried from elsewhere

The following table sets forth a reconciliation of diluted earnings per share to Adjusted Diluted Earnings Per Share for the periods presented:

Current report — wording carried from elsewhere

(1)Represents expenses associated with acquisition activities, including transaction costs, post-acquisition employee retention bonuses, severance payments and expense recognition of purchase accounting fair value adjustments (excluding amortization).
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Net Income Attributable to Core & Main, Inc.

Previous report — wording carried elsewhere

Net Income Attributable to Non-controlling Interests

Previous report — wording carried elsewhere

Net Income Attributable to Core & Main, Inc.