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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 & MAIN282026 PROXY STATEMENT

CORE & MAIN282026 PROXY STATEMENT

individuals generally attend Talent and Compensation Committee meetings, but do not provide input into their own compensation.

Use of Peer Group

During fiscal 2025, the Talent and Compensation Committee directed Pearl Meyer to conduct an external market assessment of the Company's executive compensation pay levels and incentive plan designs. The primary objectives of the study were to assess the market competitiveness of (1) current base salaries and target total cash compensation and (2) long-term incentive grant values under the Company’s long-term incentive plan design.

Given the competitive market for top-tier talent, the Talent and Compensation Committee uses a peer group to provide reference data for assessing executive compensation levels and practices. The Talent and Compensation Committee reviews our compensation peer group periodically to determine the appropriate companies to include. In its review, the Talent and Compensation Committee considered the following factors and criteria:

Industry Relevance – focusing on industrial distribution companies;

Size Relevance – focusing on revenue, EBITDA, market capitalization, and enterprise value that are similar to those of the Company; and

Data Availability – focusing on publicly-traded companies in the U.S. with full pay disclosure.

Based on the most recent review and beginning with fiscal year 2025, Pearl Meyer recommended, and the Talent and Compensation Committee approved, the following executive compensation peer group (the “Peer Group”) for purposes of setting fiscal 2025 compensation:

Applied Industrial Technologies, Inc.

Builders FirstSource, Inc.

Ferguson Enterprises, Inc.

Fastenal Company

GMS Inc.

Hillman Solutions Corp.

Installed Building Products, Inc.

MSC Industrial Direct, Inc.

Pool Corporation

SiteOne Landscape Supply, Inc.

TopBuild Corp

United Rentals, Inc.

W.W. Grainger, Inc.

WESCO International, Inc.

In addition to pay data gathered from the proxy statements of peer group companies, Pearl Meyer also collected data from a variety of reputable compensation surveys. The data presented to and reviewed by the Talent and Compensation Committee was a blend of peer group and market survey data. Neither Pearl Meyer nor the Talent and Compensation Committee was aware of the specific reporting companies included within the data used in the surveys.

This external market data is one of many factors reviewed and considered by the Talent and Compensation Committee when making its pay determinations. Neither the Company nor the Talent and Compensation Committee engaged in direct benchmarking against the pay levels of other companies in making fiscal 2025 executive compensation decisions. Instead, the Talent and Compensation Committee generally referenced the 50 th and 75 th percentile market pay levels as presented by Pearl Meyer when evaluating compensation decisions.

Elements of Our 2025 Executive Compensation Program

During fiscal 2025, the compensation program for our NEOs consisted mainly of salary, short-term cash incentive compensation, and long-term equity awards. As described above, the Talent and Compensation Committee reviews and considers external market data provided by Pearl Meyer when making compensation decisions, including the executive compensation practices of the Peer Group. This information is reviewed and considered by the Talent and Compensation Committee along with all other relevant information, including, but not limited to, company performance, individual executive performance, internal equity among executives, tenure and experience levels, and the results of our “say-on-pay proposal” shareholder votes. Set forth below is a chart outlining each element of compensation, the primary reason that we provide each element, and how that element fits into our overall compensation philosophy.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.