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): June 10 24, 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 25.~~02.~~07 ~~Results~~SUBMISSION ofOF ~~Operations~~MATTERS ~~and~~TO ~~Financial~~A ~~Conditions~~VOTE OF SECURITY HOLDERS

~~On June 10, 2025,~~ Core & Main, Inc. (~~“Core~~the ~~& Main”~~"Company") ~~issued~~held aits ~~press~~annual ~~release~~meeting ~~announcing~~of ~~its~~shareholders ~~results~~on ofJune ~~operations~~24, ~~for~~2025. For more information on the ~~fiscal~~following ~~first~~proposals ~~quarter~~submitted ~~ended~~to shareholders, see the Company’s definitive proxy statement dated May 4 13, 2025. ABelow ~~copy~~are of the ~~press~~final ~~release~~voting isresults ~~attached~~for ~~hereto~~each asmatter ~~Exhibit~~submitted 99to a vote of shareholders.1.

OnProposal ~~June 10, 2025, Core & Main posted to the “Investor Relations” section of its website the presentation that accompanied the earnings conference call~~No. A ~~copy~~1 of- ~~the~~Director ~~investor presentation is attached hereto as Exhibit 99.2.~~ Election

The ~~information~~following ~~provided~~three ~~pursuant~~individuals towere ~~this~~elected ~~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~~Company’s ~~Exchange~~Board ~~Act~~ of ~~1934,~~Directors ~~as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~serve ~~liabilities~~as ofClass ~~that~~I ~~section,~~directors ~~nor~~until ~~shall it be deemed incorporated by reference in any filing made by Core & Main under~~ the ~~Exchange~~Company’s ~~Act~~2028 orannual ~~the~~meeting ~~Securities Act~~ of ~~1933,~~shareholders asor ~~amended,~~until ~~regardless~~their ofsuccessors ~~any~~have ~~general~~been ~~incorporation~~duly ~~language~~elected inand ~~such filings~~qualified, ~~except~~subject asto ~~shall~~earlier beresignation ~~expressly~~or ~~set forth by specific reference in any such filings~~removal.

Item 9.01. Financial Statements and Exhibits


Name	Votes For	Votes Withheld	Broker Non-Votes
Dennis G. Gipson	123,014,441	66,499,096	1,697,716
James D. Hope	182,287,627	7,225,910	1,697,716
Mark R. Witkowski	186,129,388	3,384,149	1,697,716

~~(d) Exhibits~~Proposal No. 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm

Exhibit No.						Description
99.1						Earnings release dated June 10, 2025 - Core & Main Announces Record Fiscal 2025 First Quarter Results**
99.2						Investor presentation dated June 10, 2025**
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)*

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2026 was ratified.

* Filed herewith.


Votes For	Votes Against	Votes Abstained
190,562,016	598,726	50,511

**Proposal ~~Furnished herewith~~No. 3 - Advisory Vote to Approve Named Executive Officer Compensation

The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for the fiscal year ended February 2, 2025.


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
169,863,330	12,402,438	7,247,769	1,697,716

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit Number			Description
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.


			Core & Main, Inc.

			By:			/s/ Mark G. Whittenburg
			Name:			Mark G. Whittenburg
			Title:			General Counsel and Secretary

Date: June 10 24, 2025

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