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Core & Main, Inc.

For the period ended Feb 1, 2026. Filed May 7, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 1, 2026 · Filed May 7, 2026

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

CORE & MAIN132026 PROXY STATEMENT

CORE & MAIN132026 PROXY STATEMENT

Continuing Directors

Class III Directors with terms expiring at the 2027 Annual Meeting

Robert M. Buck has been an independent Board member of the Company since September 2022. Mr. Buck is President, CEO and a member of the board of directors of TopBuild Corp. (NYSE: BLD), a leading installer and specialty distributor of insulation and building material products to the North American construction industry since January 2021. Prior to TopBuild Corp., Mr. Buck served as Group Vice President of Masco Corporation, where he was responsible for the Installation and Other Services segment. Mr. Buck began his career with Masco Corporation in 1997 at Liberty Hardware Mfg. Corp., where he spent eight years in several operations leadership roles and worked extensively in international operations. He became Executive Vice President in 2005 and helped lead the merger of another Masco Corporation company with Liberty Hardware Mfg. Corp. before being promoted to the office of President in 2007. Mr. Buck holds a B.S. in Information Systems and Operations Management and an M.B.A. from the University of North Carolina at Greensboro. Mr. Buck is a valuable member of our board because of his extensive experience in specialty distribution, mergers and acquisitions, and international operations.

James G. Castellano has served as Chair of the Board since April 2026. Prior to that, he served as Lead Independent Director from February 2024 to April 2026. Mr. Castellano has been an independent director of the Company since July 2021, and served as a member of the Board of OpCo from August 2017 until August 2019 and Holdings from August 2019 until July 2021. He previously served as Managing Partner of accounting firm RubinBrown LLP from 1989 to 2004 and Chairman of RubinBrown LLP from 2004 to 2016, and as Chairman of Baker Tilly International, one of the world’s 10 largest networks of independent accounting firms of which RubinBrown is a member, from 2002 to 2018. Mr. Castellano currently serves as a director of Fiduciary Counseling, Inc., and as an advisor to HBM Holdings. His previous experience includes serving as Chairman of the board of directors for the American Institute of Certified Public Accountants from 2001 to 2002. Mr. Castellano holds a B.S.B.A. in Accounting from Rockhurst University. Mr. Castellano is a valuable member of our Board because of his extensive accounting, financial and business experience.

M. Susan Hardwick has been an independent Board member of the Company since April 2026. Ms. Hardwick is the former Chief Executive Officer of American Water Works Company, Inc. (NYSE: AWK), a role in which she served from 2022 to 2025. She previously served as Chief Financial Officer of American Water from 2019 to 2022. Prior to joining American Water, Ms. Hardwick served as Executive Vice President and Chief Financial Officer of Vectren Corporation, where she played a key role in the company’s strategic direction. Ms. Hardwick is a valuable member of our Board because of her extensive executive leadership experience in the regulated utility industry and a well-rounded background in finance, capital allocation, and strategic transactions.

Kathleen M. Mazzarella has been an independent Board member of the Company since July 2021 and previously served as a member of the board of Opco from January 2019 until August 2019 and Holdings from August 2019 until July 2021. Ms. Mazzarella has been the President and CEO of Graybar, an employee-owned distributor of electrical, communications and data networking products, since 2012 and Chairman of Graybar since 2013. In addition to her role at Graybar, Ms. Mazzarella also serves as a director of The Cigna Group (NYSE: CI) and as independent chair of the board of directors of Waste Management, Inc. (NYSE: WM). Ms. Mazzarella previously served as a director of Express Scripts Holding Co. and as Chairman of the Federal Reserve Bank of St. Louis. Ms. Mazzarella holds a B.A. in Behavioral Science from National Louis University and an M.B.A. from Webster University. Ms. Mazzarella is a valuable member of our Board because of her extensive experience in the industrial and distribution industries, mergers and acquisitions, and her experience as a director of other public companies.

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