Core & Main, Inc.

employment agreement, the Old Witkowski Employment Agreement and the Old LeClair Employment Agreement provided for at-will employment with Opco. Each executive was entitled to participate in Opco’s MICP and other compensation and benefit plans available to other executives or officers of Opco. Under the terms of each such employment agreement, other than in respect of Mr. Huebert, on a termination by Opco without “cause” or by the executive due to a “change in employment” (i.e., “good reason” to resign due to a change in employment), each executive would be entitled to (i) a payment equal to 12 months base salary (24 months for Mr. LeClair) and his target MICP bonus (two times target MICP bonus for Mr. LeClair), paid in equal installments over the twelve-month (24-months for Mr. LeClair) period following termination, and (ii) a payment equal to the monthly cost of purchasing COBRA continuation coverage, payable in monthly installments for the 12-month period following termination, with payment subject to the executive’s execution of a release of claims.

Under each such employment agreement, other than Mr. Huebert’s employment agreement:

•“cause” means (i) executive’s commission of a crime involving fraud, theft, false statements or other similar acts or commission of any crime that is a felony, (ii) executive’s willful or grossly negligent failure to perform employment duties or (iii) executive’s material breach of the employment agreement or the terms of an applicable noncompetition, nondisclosure or non-solicitation provision (in the case of (ii) or (iii), the executive has a 30-day period to cure); and

•“change in employment” means (i) the assignment of duties that are materially inconsistent with the executive’s position, (ii) a reduction in executive’s base salary, (iii) Opco’s material breach of the employment agreement, or (iv) the relocation of executive’s primary workplace by more than 50 miles. The executive must provide Opco with 30 days to cure and must resign within ten business days following the expiration of the cure period to qualify as a termination due to a “change in employment.”

Under the terms of Mr. Huebert's employment agreement, on a termination by Opco without "cause" or by the executive due to a "good reason", Mr. Huebert would be entitled to a payment equal to 12 months base salary; payment is subject to execution of a release of claims. Under his employment agreement:

•“cause” means executive’s (i) commission, conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude; (ii) commission of fraud, theft, embezzlement, self-dealing, misappropriation or other malfeasance against the Company; (iii) material and persistent failure to perform his lawful duties or responsibilities under the terms of the employment agreement (other than by reason of disability); (iv) refusal to comply with any lawful policy of the Company; (v) commission of acts or omissions constituting gross negligence or material misconduct in the performance of any aspect of executive's lawful duties or responsibilities which have or may be expected to have an adverse effect on the Company; (vi) breach of any fiduciary duty owed to the Company; (vii) material violation or breach of any restrictive covenant or any material term of the employment agreement; or (viii) commission of any act or omission that materially damages or is reasonably likely to materially damage the financial condition or business of the Company or materially damages or is reasonably likely to materially damage the reputation, public image, goodwill, assets or prospects of the Company, subject to a 15-day cure period by executive; and

•“change in employment” means (i) a material reduction in executive’s base salary (except for any across-the-board reduction impacting substantially all executives of Opco where such reduction does not represent a greater than a 10% reduction); (ii) a material reduction in the percentage of base salary that constitutes executive’s target bonus; (iii) a material reduction in executive’s duties, authorities and responsibilities; or (iv) Opco requires that executive report to a different principal work location that increases his commute by more than 50 miles. The executive must provide Opco with notice within 30 days of the initial existence of such condition, Opco has 30 days to cure such condition and executive must resign within 90 days of the initial existence of the condition.

Equity Award Grant Timing Practices

Neither the Board nor the Talent and Compensation Committee takes material nonpublic information into account when determining the timing and terms of grants of equity awards under the Omnibus Incentive Plan. Instead, the Company's practice has been to grant equity awards, including stock options, under the Omnibus Incentive Planon a predetermined schedule in accordance with the annual compensation review cycle. The Company doesnot time the disclosure of material nonpublic information to affect the value of the equity awards provided under the Omnibus Incentive Plan. During fiscal 2025, we did not grant any stock options to our NEOs during any period beginning four business days prior and ending one business day after the filing of the Company's 2025 Form 10-K, any Quarterly Report on Form 10-Q, or the filing or furnishing of any Current Report on Form 8-K which disclosed material nonpublic information.