Core & Main, Inc. filings document the public-company disclosures of a specialty infrastructure distributor whose Class A common stock trades on the New York Stock Exchange under CNM. Recent 8-K reports cover operating results and investor presentation materials, share repurchase program authorizations, board appointments, executive officer transitions, shareholder voting results and amendments to the ABL Credit Agreement of Core & Main LP.
Proxy materials describe board elections, committee matters, executive compensation and auditor ratification. The filing record also reflects capital-structure disclosures for Class A common stock, governance procedures and financing arrangements tied to the company’s distribution operations.
Core & Main, Inc. director Susan M. Hardwick filed an initial statement of beneficial ownership of the company’s securities. This Form 3 filing establishes her status as a reporting insider of Core & Main, with no transactions reported in the provided data.
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. ownership disclosure: The Vanguard Group amended its Schedule 13G to report 0 shares beneficially owned and 0% of the common stock. The amendment states Vanguard performed an internal realignment on January 12, 2026 and will report certain subsidiaries separately "in accordance with SEC Release No. 34-39538 (January 12, 1998)".
The filing lists Vanguard's address and a signature by Ashley Grim, Head of Global Fund Administration, dated 03/26/2026.
Core & Main, Inc. files its annual report describing a large-scale distribution business focused on water, wastewater, storm drainage and fire protection infrastructure across the U.S. and Canada. The company operates over 370 branches linking more than 5,000 suppliers with over 60,000 customers.
Management estimates an addressable market of about $44 billion and reports a diversified fiscal 2025 sales mix: roughly 44% municipal, 38% non-residential and 18% residential. Products are concentrated in pipes, valves and fittings, with additional contributions from storm drainage, fire protection and metering solutions.
The filing emphasizes growth through new branches, strategic accounts, private-label expansion and acquisitions, while highlighting risks from construction cycles, municipal funding, pricing volatility, regulation, ESG expectations and competition. As of March 20, 2026, the company had 188,072,306 Class A and 6,577,704 Class B shares outstanding.
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 EVP Jeffrey D. Giles received new equity awards as part of his compensation. He was granted options to buy 21,585 shares of Class A common stock at an exercise price of $47.63 per share, expiring on March 12, 2036. These options vest in three equal installments on March 11, 2027, March 11, 2028, and March 11, 2029.
He also received 3,021 restricted stock units, each representing one share of Class A common stock, with the same three-year annual vesting schedule. Following these awards, he holds 9,681 shares of Class A common stock directly. These are grants from the company, not open-market purchases or sales.
Core & Main, Inc. General Counsel and Secretary Mark G. Whittenburg reported a small administrative share disposition tied to taxes. On the vesting of restricted stock units, 331 shares of Class A Common Stock were withheld by the company to cover tax obligations at $49.16 per share. After this tax-withholding event, he directly holds 8,525 shares of Class A Common Stock. This transaction was not an open-market purchase or sale but a routine mechanism for paying taxes on equity compensation.
Core & Main, Inc. Chief Financial Officer Robyn L. Bradbury reported new equity compensation awards and a small tax‑related share withholding. On March 12, 2026, she received options to buy 34,488 shares of Class A common stock at $47.63 per share, vesting in three equal installments on March 11, 2027, March 11, 2028 and March 11, 2029. She also was granted 4,824 restricted stock units, each representing one share of Class A common stock, vesting on the same three dates. On March 11, 2026, 404 shares of Class A common stock were withheld at $49.16 per share to cover tax obligations upon vesting of previously granted RSUs. After these transactions, she directly owns 12,500 shares of Class A common stock, holds the newly granted options, and has an indirect interest in 22 shares through Core & Main Management Feeder, LLC.
Core & Main, Inc. reported that Chief Executive Officer Mark R. Witkowski received new equity awards. On March 12, 2026, he was granted options to buy 131,382 shares of Class A common stock at $47.63 per share, vesting in three equal installments on March 11, 2027, 2028 and 2029. He also received 18,372 restricted stock units, each representing one share of Class A common stock, vesting on the same dates, and after this grant he directly owned 51,119 shares. Separately, on March 11, 2026, 1,685 shares were withheld at $49.16 per share to cover tax obligations upon vesting of previously granted RSUs, which is not an open-market sale.
Core & Main, Inc. President Bradford A. Cowles reported routine equity compensation and related tax withholding. He received stock options for 50,676 shares of Class A common stock at an exercise price of $47.63 per share, expiring in 2036, vesting in three equal installments on March 11, 2027, 2028 and 2029.
He was also granted 7,086 restricted stock units, each representing one share of Class A common stock, vesting on the same three annual dates. Separately, 607 shares of Class A common stock were withheld at $49.16 per share to cover tax obligations upon vesting of earlier RSUs. Following these transactions, he directly holds 25,491 shares of Class A common stock and 50,676 options.