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Core & Main, Inc.

For the period ended Feb 1, 2026. Filed Mar 24, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Mar 24, 2026

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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended February 1, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-40650

Core & Main, Inc.

(Exact name of registrant as specified in its charter)

Delaware86-3149194
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification Number)

1830 Craig Park Court

St. Louis, Missouri 63146

(314)432-4700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Class A common stock, par value $0.01 per shareCNMThe New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐ No☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $11,940 million.

As of March 20, 2026, there were 188,072,306 shares of the registrant’s Class A common stock, par value $0.01 per share, and 6,577,704 shares of the registrant’s Class B common stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the registrant’s 2026 Annual Meeting of Stockholders have been incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of Contents

Page
Cautionary Note Regarding Forward-Looking Statements1
Part I2
Item 1. Business2
Item 1A. Risk Factors10
Item 1B. Unresolved Staff Comments33
Item 1C. Cybersecurity33
Item 2. Properties34
Item 3. Legal Proceedings35
Item 4. Mine Safety Disclosures35
Part II35
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities35
Item 6. [ Reserved ]37
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations38
Item 7A. Quantitative and Qualitative Disclosures About Market Risk52
Item 8. Financial Statements and Supplementary Data54
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures86
Item 9A. Controls and Procedures86
Item 9B. Other Information87
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections87
Part III88
Item 10. Directors, Executive Officers and Corporate Governance88
Item 11. Executive Compensation88
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters88
Item 13. Certain Relationships and Related Transactions, and Director Independence88
Item 14. Principal Accountant Fees and Services88
Part IV89
Item 15. Exhibits and Financial Statement Schedules89
Signatures94
ContentsView on SEC.gov

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