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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): September 9, 2025
___________________________
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 2.02. Results of Operations and Financial Conditions
On September 9, 2025, Core & Main, Inc. (“Core & Main”) issued a press release announcing its results of operations for the fiscal second quarter ended August 3, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
On September 9, 2025, Core & Main posted to the “Investor Relations” section of its website the presentation that accompanied the earnings conference call. A copy of the investor presentation is attached hereto as Exhibit 99.2.
The information provided pursuant to this Item 2.02 and in Exhibit 99.1 and Exhibit 99.2 is being “furnished” herewith and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by Core & Main under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in any such filings.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | Earnings release dated September 9, 2025 - Core & Main Announces Fiscal 2025 Second Quarter Results** |
| 99.2 | | Investor presentation dated September 9, 2025** |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document)* |
* Filed herewith.
** Furnished herewith.
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.
| | | | | | | | |
| Core & Main, Inc. |
| | |
| By: | /s/ Mark G. Whittenburg |
| Name: | Mark G. Whittenburg |
| Title: | General Counsel and Secretary |
Date: September 9, 2025
