[8-K] Core & Main, Inc. Reports Material Event

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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): August 18, 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 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

John R. Schaller, an Executive Vice President and “named executive officer” of Core & Main, Inc. (the “Company”), has notified the Company that he intends to retire from the Company effective as of October 31, 2025. Mr. Schaller’s responsibilities will be transitioned among the existing Company executives.

Item 9.01. Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.						Description
104						Cover Page to this Current Report on Form 8-K in Inline XBRL*

* Filed 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: August 18, 2025