Core & Main adds $750M notes, $800M term loan

Core & Main adds $750M notes, $800M term loan

Rhea-AI Filing Summary

Insights

FAQ

Filing Exhibits & Attachments

Rhea-AI Filing Summary

Q: What debt did Core & Main (CNM) issue in July 2026?

Q: How will Core & Main (CNM) use the proceeds from the 2034 Senior Notes?

Q: What are the main terms of Core & Main’s new 2033 Senior Term Loan?

Q: Who guarantees Core & Main’s 6.000% Senior Notes due 2034?

Q: Are Core & Main’s 2034 Senior Notes registered under the Securities Act?

8-K Event Classification

Key Figures

Key Terms

What debt did Core & Main (CNM) issue in July 2026?

How will Core & Main (CNM) use the proceeds from the 2034 Senior Notes?

What are the main terms of Core & Main’s new 2033 Senior Term Loan?

Does Core & Main face prepayment penalties on the 2033 Senior Term Loan?

Who guarantees Core & Main’s 6.000% Senior Notes due 2034?

Are Core & Main’s 2034 Senior Notes registered under the Securities Act?

Agreements & Contracts

Core & Main issued $750 million of 6.000% Senior Notes due 2034. Interest is payable semiannually starting January 1, 2027, with various optional redemption features, including make-whole and equity-funded redemptions before July 1, 2029.

Core & Main plans to use net proceeds primarily to prepay a portion of its 2028 Senior Term Loan. Remaining funds may support general corporate purposes, including organic growth, operations, mergers and acquisitions, share repurchases and other capital allocation initiatives.

The new $800 million 2033 Senior Term Loan matures on July 1, 2033. It bears interest at Term SOFR plus 1.75% or an alternate base rate plus 0.75%, with 1% annual principal amortization and remaining principal due at maturity.

The notes are guaranteed on an unsecured senior basis by Core & Main Midco, LLC, Core & Main Intermediate GP, LLC, and future wholly owned domestic subsidiaries that become borrowers or guarantors under Core & Main’s existing senior secured credit facilities.

No. The 6.000% Senior Notes due 2034 have not been registered under the Securities Act. They were sold to investors under exemptions and cannot be offered or sold in the United States without registration or an applicable exemption.

Core & Main, Inc. announced new long-term financing arrangements for its subsidiary Core & Main LP.

Filing Impact

(High)

Filing Sentiment

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Form Type

8-K

Core & Main, Inc. announced new long-term financing arrangements for its subsidiary Core & Main LP. The company issued $750 million of 6.000% Senior Notes due 2034, with interest payable semiannually starting January 1, 2027, and optional redemption features including a make-whole call and an equity-funded partial redemption at 106.000% before July 1, 2029.

Core & Main also entered into a Sixth Amendment to its Term Loan Credit Agreement, refinancing its prior 2028 senior term loan with a new $800 million senior term loan maturing July 1, 2033. The new loan bears interest at Term SOFR plus a 1.75% margin or an alternate base rate plus 0.75%, with 1% annual principal amortization and a 1.00% prepayment premium on certain repricing transactions within six months of closing.

Core & Main refinances term debt and adds 2034 notes, extending maturities.

Core & Main raised $750 million in 6.000% Senior Notes due 2034 and put in place a new $800 million term loan maturing in 2033. Together, these moves push out debt maturities and provide long-term funding at fixed and floating rates.

The 2033 Senior Term Loan carries interest at Term SOFR plus 1.75% or an alternate base rate plus 0.75%, with modest 1% annual principal amortization. The notes include typical high-yield covenants, guarantees from key domestic subsidiaries, and standard events of default.

Management plans to use net note proceeds to prepay part of the 2028 Senior Term Loan and for general corporate purposes, including potential M&A and share repurchases, aligning with its stated capital allocation strategy. A 1.00% prepayment premium on certain repricing transactions in the first six months slightly limits near-term refinancing flexibility.

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Senior Notes issuance: $750 million Notes coupon rate: 6.000% per annum Notes maturity: July 1, 2034 +5 more

8 metrics

Senior Notes issuance $750 million Aggregate principal amount of 6.000% Senior Notes due 2034

Notes coupon rate 6.000% per annum Interest rate on Senior Notes due 2034, payable semiannually

Notes maturity July 1, 2034 Maturity date of 6.000% Senior Notes

New term loan size $800 million Principal of 2033 Senior Term Loan replacing 2028 Senior Term Loan

Term loan maturity July 1, 2033 Maturity date of 2033 Senior Term Loan

SOFR margin 1.75% Applicable margin over Term SOFR on 2033 Senior Term Loan

Annual amortization 1% per annum Principal payments on 2033 Senior Term Loan based on original amount

Prepayment premium 1.00% Premium on certain repricing prepayments within six months of closing

Senior Notes, Indenture, make-whole premium, Term SOFR, +2 more

6 terms

Senior Notes financial

"issued $750 million aggregate principal amount of 6.000% Senior Notes due 2034"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture regulatory

"pursuant to an indenture, dated July 1, 2026 (the “Base Indenture”)"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

make-whole premium financial

"plus an applicable “make-whole” premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

Term SOFR financial

"bears interest at a rate equal to (i) Term SOFR plus an applicable margin of 1.75%"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

Tranche F Repricing Transaction financial

"constituting a Tranche F Repricing Transaction (as defined in the Term Loan Credit Agreement)"

forward-looking statements regulatory

"contains “forward-looking statements” within the meaning of Section 21E"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Core & Main issued $750 million of 6.000% Senior Notes due 2034. Interest is payable semiannually starting January 1, 2027, with various optional redemption features, including make-whole and equity-funded redemptions before July 1, 2029.

Core & Main plans to use net proceeds primarily to prepay a portion of its 2028 Senior Term Loan. Remaining funds may support general corporate purposes, including organic growth, operations, mergers and acquisitions, share repurchases and other capital allocation initiatives.

The new $800 million 2033 Senior Term Loan matures on July 1, 2033. It bears interest at Term SOFR plus 1.75% or an alternate base rate plus 0.75%, with 1% annual principal amortization and remaining principal due at maturity.

Yes. Voluntary prepayments or certain amendments constituting a Tranche F Repricing Transaction within six months of closing incur a 1.00% prepayment premium. After this initial period, the specific premium described does not apply.

The notes are guaranteed on an unsecured senior basis by Core & Main Midco, LLC, Core & Main Intermediate GP, LLC, and future wholly owned domestic subsidiaries that become borrowers or guarantors under Core & Main’s existing senior secured credit facilities.

No. The 6.000% Senior Notes due 2034 have not been registered under the Securities Act. They were sold to investors under exemptions and cannot be offered or sold in the United States without registration or an applicable exemption.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 07/02/2026 - 05:24 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2026

Core & Main, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40650

86-3149194

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


1830 Craig Park Court
St. Louis, Missouri		63146
(Address of principal executive offices)		(Zip Code)

(314) 432-4700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Class A common stock, par value $0.01 per share

CNM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Senior Notes Due 2034

On July 1, 2026, Core & Main LP, a Florida limited partnership (“Core & Main”) and indirect wholly-owned subsidiary of Core & Main, Inc. (the “Company”) issued $750 million aggregate principal amount of 6.000% Senior Notes due 2034 (the “Notes”) pursuant to an indenture, dated July 1, 2026 (the “Base Indenture”), among Core & Main, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as further supplemented by the first supplemental indenture, dated July 1, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among Core & Main, the Guarantors and the Trustee. The Notes are guaranteed on an unsecured senior basis by Core & Main’s direct and indirect parent companies, Core & Main Midco, LLC and Core & Main Intermediate GP, LLC, and any of Core & Main’s future wholly-owned domestic subsidiaries that will be a borrower under, or that will guarantee Core & Main’s obligations under, Core & Main’s existing senior secured credit facilities (collectively, the “Guarantors”). The Notes were offered and sold either to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or to persons outside the United States under Regulation S of the Securities Act.

Pursuant to the Indenture, interest on the Notes will accrue at a rate of 6.000% per annum payable semiannually in arrears on January 1 and July 1 of each year, commencing on January 1, 2027. The Notes will mature on July 1, 2034, subject to earlier repurchase or redemption. Core & Main intends to use the net proceeds from the offering of the Notes to prepay a portion of its 2028 Senior Term Loan (as defined below) and for general corporate purposes, including investment in organic growth and operational initiatives, mergers and acquisitions, share repurchases, and other initiatives aligned with Core & Main’s capital allocation strategy.

Core & Main may redeem the Notes, in whole or in part, at any time on or after July 1, 2029 at certain specified redemption prices set forth in the Indenture. In addition, at any time prior to July 1, 2029, Core & Main may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to but not including, the redemption date plus an applicable “make-whole” premium. At any time prior to July 1, 2029, Core & Main may also redeem up to 40.0% of the aggregate principal amount of Notes issued under the Indenture with net cash proceeds of certain equity offerings at a redemption price equal to 106.000% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date.

The Indenture contains customary events of default, including, among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Notes and certain provisions related to bankruptcy events. The Indenture also contains customary negative covenants.

The foregoing description of the Indenture and the Notes is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale of the Notes or any other security in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes being offered in the offering will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Sixth Amendment to Term Loan Credit Agreement

On July 1, 2026, Core & Main, as borrower, entered into the Sixth Amendment (the “Sixth Amendment to the Term Loan Credit Agreement”) to the term loan credit agreement, dated as of August 1, 2017 (as amended, supplemented or modified from time to time, the “Term Loan Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Term Loan Agent”) and the other financial institutions and lenders from time to time party thereto, in order to, among other things, refinance the remainder of the senior term loan, which would have matured on July 27, 2028 (the “2028 Senior Term Loan”) with a new $800 million senior term loan (the “2033 Senior Term Loan”), which will mature on July 1, 2033. Principal is paid quarterly based on 1% per annum of the original principal amount outstanding on the most recent amendment date with the unpaid balance due at maturity. The 2033 Senior Term Loan bears interest at a rate equal to (i) Term SOFR plus an applicable margin of 1.75% or (ii) an alternate base rate plus an applicable margin of 0.75%. The 2033 Senior Term Loan is subject to a Term SOFR “floor” of 0.00%. Voluntary prepayments of the 2033 Senior Term Loan will be subject to a 1.00% prepayment premium applicable to voluntary prepayments or amendments constituting a Tranche F Repricing Transaction (as defined in the Term Loan Credit Agreement) effected within the first six months following the closing date.

The foregoing description of the Sixth Amendment to the Term Loan Credit Agreement is qualified in its entirety by reference to the Sixth Amendment to the Term Loan Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

4.1		Indenture (including form of note), dated as of July 1, 2026, among Core & Main LP, as issuer, Core & Main Midco, LLC and Core & Main Intermediate GP, LLC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee.

4.2		First Supplemental Indenture, dated as of July 1, 2026, among Core & Main LP, as issuer, Core & Main Midco, LLC and Core & Main Intermediate GP, LLC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee.

10.1		Sixth Amendment to the Term Loan Credit Agreement, dated as of July 1, 2026, by and among Core & Main LP, the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

6 documents

EX-10.1 EX-10.1 1.3 MB

Date: July 2, 2026

CORE & MAIN, INC.

/s/ Jackie M. Burkhardt

Jackie M. Burkhardt

General Counsel, Chief Compliance Officer and Secretary