Core & Main, Inc.

In addition, shareholders and proxies present at the Annual Meeting will transact any other business as may properly come before the Annual Meeting. The Board is not currently aware of any other business to be conducted at the Annual Meeting. No cumulative voting rights are authorized, and dissenters’ rights are not applicable to these matters.

How does the Board recommend that I vote?

The Board recommends that you vote:

•FOR each of the three director nominees;

•FOR ratification of the appointment of PwC as our independent registered public accounting firm for fiscal 2026; and

•FOR approval of NEO compensation for fiscal 2025.

How may I vote in the election of directors, and how many votes must the nominees receive to be elected?

With respect to Proposal 1, you may:

•vote FOR each of the three director nominees;

•vote FOR one or more of the director nominees and WITHHOLD from voting on one or more of the other director nominees; or

•WITHHOLD from voting on all the director nominees.

Our Bylaws provide that a director nominee must receive the affirmative vote of at least a plurality of the votes cast. This means that the three individuals nominated for election to the Board who receive the most “FOR” votes (among votes properly cast electronically or by proxy) will be elected. At this year’s Annual Meeting, a nominee will be elected if he or she receives any “FOR” votes regardless of the number of “WITHHOLD” votes.

How may I vote for Proposal 2, and how many votes must this proposal receive to pass?

With respect to Proposal 2, you may:

•vote FOR the ratification of PwC;

•vote AGAINST the ratification of PwC; or

•ABSTAIN from voting on the proposal.

In order to pass, the proposal must receive the affirmative vote of a majority of the voting power of the outstanding shares of common stock of the Company present electronically or represented by proxy at the Annual Meeting and entitled to vote. Abstentions will have the same effect as a vote “AGAINST” Proposal 2. Although discretionary voting is permitted, broker non-votes are not expected to have an effect on Proposal 2 because Proposal 2 is expected to be a “routine” matter for which brokers are permitted to vote shares held by them without instruction by the beneficial owner. Even if the appointment is ratified, the audit committee of the board (the "Audit Committee") may in its discretion select a different firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

How may I vote on Proposal 3 to approve, on an advisory basis, the compensation of the NEOs as disclosed in this proxy statement, and how many votes must this proposal receive to pass?

With respect to Proposal 3, you may:

•vote FOR the approval, on an advisory basis, of NEO compensation;

•vote AGAINST the approval, on an advisory basis, of NEO compensation; or

•ABSTAIN from voting on the proposal.

In order to pass, the non-binding advisory Proposal 3 must receive the affirmative vote of a majority of the voting power of the outstanding shares of common stock of the Company present electronically or represented by proxy at the Annual Meeting and entitled to vote. Abstentions will have the same effect as a vote “AGAINST” Proposal 3. Broker non-votes are not expected to have an effect on Proposal 3. As an advisory vote, this proposal is not binding. In light of the foregoing, our Board and Talent and Compensation Committee will consider the outcome of the vote when making future compensation decisions for our NEOs.