Core & Main, Inc.

(4)Represents the weighted peer group total shareholder return (“TSR”), weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 400 MidCap Industrials Index, a published industry index.

(5)Reflects “Net Income” in the Company’s Consolidated Financial Statements included in the Form 10-K for the applicable fiscal year.

(6)MICP Adjusted EBITDA is calculated as Adjusted EBITDA (calculated as described in our 2025 Form 10-K) less the estimated Adjusted EBITDA of acquisitions completed subsequent to the establishment of the MICP Adjusted EBITDA target. See “Director and Executive Compensation – Elements of Our Executive Compensation Program – Short-Term Incentives.” The Company has determined that MICP Adjusted EBITDA is the most important performance measure used by the Company to link compensation actually paid to the Company’s NEOs to Company performance

(7)These columns represent the value at the end of the respective fiscal year of a $100 initial investment on July 23, 2021, the date of our IPO, for our Class A common stock and the S&P 400 MidCap Industrials Index. We measure the total shareholder return in a fiscal year as the change from the cumulative investment value from the prior fiscal year-end value divided by the cumulative investment value as of the prior fiscal year-end.

Performance Measures

The performance measures listed below represent, in the Company’s assessment, the most important performance measures that link compensation actually paid to our NEOs for fiscal 2025 to company performance. The Company uses MICP Adjusted EBITDA and MICP Working Capital Percentage in its annual cash incentive program, and share price is a key determinant of the value of long-term incentive awards held by our NEOs in the form of stock options and RSUs.

MOST IMPORTANT MEASURES FOR 2025

MICP Adjusted EBITDA

MICP Working Capital Percentage (1)

Share price

(1)Calculated as year-end accounts receivable plus inventory less accounts payable, as a percentage of fiscal 2025 net sales. The MICP Working Capital Percentage is also adjusted to exclude the same acquisitions as were excluded for the MICP Adjusted EBITDA calculation. See “Director and Executive Compensation – Elements of Our Executive Compensation Program – Short-Term Incentives.”

Additional information regarding these measures, including a reconciliation to the most comparable GAAP measure, is included under the heading “Non-GAAP Reconciliation” beginning onpage 53 of this proxy statement and under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our 2025 Form 10-K.

CAP compared to TSR, Net Income and MICP Adjusted EBITDA; Company TSR Compared to S&P 400 Industrial Index

In early fiscal 2025, the Company undertook the Executive Transition, resulting in Mr. Witkowski (PEO 2 in the table above) replacing Mr. LeClair (PEO 1 in the table above) as CEO and PEO. From fiscal 2024 to fiscal 2025 and reflecting the Executive Transition and the absence of equity awards for Mr. LeClair in fiscal 2025, PEO 1 CAP decreased by $14,109,807 or 114%, and the average CAP for the non-PEO NEOs decreased by $1,768,300 or 60%. Mr. Witkowski’s PEO 2 CAP for fiscal 2025 was $3,995,582, but due to his service as CFO in fiscal 2024, his CAP for fiscal 2024 is included in the calculation of average CAP for the non-PEO NEOs. For the same period, net income increased by $28 million or 6%, and MICP Adjusted EBITDA increased by $8 million or 1%. Also during this period, cumulative Core & Main TSR decreased 5%, and TSR for the S&P 400 MidCap Industrial Index increased 17%. The decreases in PEO CAP, non-PEO NEOs and TSR were primarily driven by the decrease in our share price for fiscal 2025 compared with an increase in share price in fiscal 2024.

As discussed in greater detail under the heading “Director and Executive Compensation,” the Talent and Compensation Committee considers many factors when making decisions concerning the compensation of our executive officers. TSR, net income and MICP Adjusted EBITDA are examples of indicators of the Company’s overall financial performance, which may directly or indirectly impact the Company’s compensation decisions as well as CAP. However, as calculated under SEC rules, CAP reflects adjusted values to unvested and vested equity awards, GAAP valuation assumptions, and projected performance modifiers but does not reflect actual amounts realized by our executives for those awards.