Every 8-K that Core & Main, Inc. (CNM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CNM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CNM filings page.
Core & Main, Inc. (CNM) reported fiscal 2026 second quarter results showing modest growth in a mixed demand environment. Net sales rose 2.5% to $2,145 million, while net income increased 6.4% to $150 million and gross profit reached $573 million with a 26.7% margin, essentially flat year over year. Adjusted EBITDA grew 3.0% to $274 million, with an Adjusted EBITDA margin of 12.8%. Diluted EPS increased 10.0% to $0.77, and Adjusted Diluted EPS rose 8.0% to $0.94, helped by higher earnings and a lower Class A share count following repurchases.
For the first six months of fiscal 2026, net sales were $4,055 million (+1.3%), net income was $263 million (+6.9%), and Adjusted EBITDA was $500 million (+2.0%). Operating cash flow for the six months improved to $144 million, and Net Debt declined to $2,166 million, with no borrowings outstanding on the $1,250 million Senior ABL Credit Facility. The company repurchased nearly $270 million of shares year to date and reaffirmed its full-year 2026 outlook for net sales of $7,800–$7,900 million, Adjusted EBITDA of $950–$980 million, and operating cash flow of 60%–70% of Adjusted EBITDA.
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 Inc. is issuing $750 million of 6.000% Senior Notes due 2034 through its indirect wholly owned subsidiary, Core & Main LP. The notes are being sold in a private placement to qualified institutional buyers and will be guaranteed on an unsecured senior basis by key parent entities and certain future domestic subsidiaries.
Core & Main expects to use the net proceeds to prepay a portion of its existing senior term loan due July 27, 2028, and for general corporate purposes such as organic growth initiatives, mergers and acquisitions, share repurchases and other capital allocation priorities.
Core & Main, Inc. reported the results of its annual shareholder meeting held on June 23, 2026. Shareholders elected three Class II directors—Bhavani Amirthalingam, Orvin T. Kimbrough, and Margaret M. Newman—to serve until the 2029 annual meeting, or until successors are elected and qualified.
Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027. In addition, investors approved, on an advisory basis, the compensation of the company’s named executive officers for the fiscal year ended February 1, 2026.
Core & Main, Inc. disclosed that its subsidiary Core & Main LP has begun a proposed amendment to its Term Loan Credit Agreement to enter into a new $800 million senior term loan. The new loan is expected to mature on the seventh anniversary of its issuance.
Core & Main plans to use proceeds from this New Senior Term Loan, together with about $750 million of potential senior unsecured debt, to refinance $1,230 million of outstanding borrowings under its existing senior term loan due 2028 and for general corporate purposes. The transaction is subject to market and other conditions, and there is no assurance the new loan or additional unsecured debt will be completed on the terms described or at all.
Core & Main, Inc. reported essentially flat fiscal 2026 first-quarter net sales of $1,910 million versus $1,911 million a year earlier, but improved profitability. Gross profit rose to $520 million, lifting gross margin to 27.2% from 26.7%, and operating income increased to $177 million.
Net income grew 7.6% to $113 million, with diluted EPS up to $0.57. Adjusted EBITDA edged up to $226 million and Adjusted Diluted EPS reached $0.72. The company generated $82 million of operating cash flow and used $88 million to repurchase 1.8 million shares in the quarter plus another $37 million for 0.8 million shares after quarter end. Net Debt decreased to $2,010 million, and management reaffirmed full-year fiscal 2026 guidance for net sales of $7,800–$7,900 million and Adjusted EBITDA of $950–$980 million, with an Adjusted EBITDA margin of 12.2%–12.4%.
Core & Main, Inc. reported that its subsidiary Core & Main LP entered into Amendment No. 6 to its asset-based lending (ABL) credit agreement. The amendment keeps aggregate ABL commitments at $1,250 million while extending their maturity date to April 9, 2031, with an earlier maturity if certain other indebtedness remains outstanding 91 days before that date.
The amendment also replaces Citibank, N.A. as administrative and collateral agent with Wells Fargo Bank, National Association, and allows other covenant and technical changes that authorized officers deemed necessary or appropriate. The core borrowing capacity remains in place while updating the lender agent group and extending the facility’s term.
Core & Main Inc. announced several governance changes effective April 1, 2026, as part of its long-term succession planning. The board increased the number of Class III directors and appointed former American Water CEO and CFO M. Susan Hardwick as a director and member of the Talent and Compensation Committee, with a term running until the 2027 annual meeting.
Ms. Hardwick will receive a pro rata portion of the standard annual board compensation of $225,000, consisting of $130,000 in restricted stock units and $95,000 in cash, plus $10,000 annually for committee service. The company also entered into its standard director indemnification agreement with her.
On the same transition date, Stephen LeClair retired as executive chair, Class II director and chair of the board, and from all subsidiary roles. James Castellano, previously lead independent director, became chair of the board, while James Hope was named chair of the audit committee and Robert Buck joined the audit committee, bringing the board to nine independent directors out of ten members.
Core & Main, Inc. reported modest growth for fiscal 2025 and issued guidance for fiscal 2026. Net sales for fiscal 2025 rose 2.8% to $7,647 million, while net income increased 6.5% to $462 million. Diluted EPS grew 8.5% to $2.31, and Adjusted Diluted EPS reached $2.97. Adjusted EBITDA was essentially flat at $931 million, with margin at 12.2%. Operating cash flow was strong at $650 million, helping reduce Net Debt to $1,946 million from $2,275 million. The company repurchased $155 million of shares during fiscal 2025 and an additional $39 million after year-end. For fiscal 2026, Core & Main guides net sales to $7,800–$7,900 million, Adjusted EBITDA of $950–$980 million, Adjusted EBITDA margin of 12.2–12.4%, and operating cash flow of 60–70% of Adjusted EBITDA.
Core & Main, Inc. reported that it has released its fiscal third-quarter results for the period ended November 2, 2025, through a press release and investor presentation available via its investor relations website. In a separate move, the company announced that its board of directors authorized a $500 million increase to its existing share repurchase program, bringing total authorization to $1 billion of Class A common stock.
As of December 8, 2025, Core & Main had already repurchased approximately $316 million of shares, leaving about $684 million available for future repurchases. The company may conduct repurchases at its discretion using methods such as open market purchases, privately negotiated transactions, accelerated repurchase transactions, block trades, or Rule 10b5-1 trading plans, and expects to fund these repurchases with existing cash, short-term borrowings and/or future cash flows.
Core & Main, Inc. filed a current report to share information about its fiscal second quarter ended August 3, 2025. The company issued a press release on September 9, 2025 announcing these results and posted an accompanying investor presentation on its website.
The press release is included as Exhibit 99.1 and the investor presentation as Exhibit 99.2, both furnished rather than filed under the Exchange Act. This means they are not automatically subject to certain liability provisions or incorporated into other securities filings unless specifically referenced.
Core & Main, Inc. reported that Executive Vice President and named executive officer John R. Schaller has notified the company of his intention to retire effective October 31, 2025. The company states that Mr. Schaller’s responsibilities will be transitioned among existing executives, indicating that leadership duties will be redistributed internally rather than filled through a new external appointment.
On June 24, 2025, Core & Main, Inc. (NYSE: CNM) filed a Form 8-K to disclose the final voting results of its 2025 Annual Meeting of Shareholders. All three management-sponsored proposals received strong shareholder support, and no other matters were brought to a vote.
Proposal 1 – Board Elections: Incumbent Class I directors Dennis G. Gipson, James D. Hope and Mark R. Witkowski were each re-elected to the Board to serve until the 2028 annual meeting. Support levels were high: Hope received 96.2% of votes cast (182.3 million FOR vs. 7.2 million WITHHELD), Witkowski garnered 98.2% (186.1 million FOR vs. 3.4 million WITHHELD) and Gipson secured 64.9% (123.0 million FOR vs. 66.5 million WITHHELD). Broker non-votes were approximately 1.7 million for each nominee.
Proposal 2 – Auditor Ratification: Shareholders overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending February 1, 2026, with 190.6 million votes FOR (99.7%), 0.6 million AGAINST and 0.05 million ABSTAIN.
Proposal 3 – Say-On-Pay: The advisory vote to approve compensation for named executive officers passed with 169.9 million votes FOR (89.8%), 12.4 million AGAINST and 7.2 million ABSTAIN; broker non-votes totaled 1.7 million. No other items required disclosure, and the filing contained no financial performance data or strategic updates.
The results indicate continued shareholder confidence in CNM’s leadership, governance structure and auditor selection. Because all proposals were routine and passed comfortably, the filing has limited immediate financial impact but affirms corporate stability and governance continuity.