Underwriting Agreement - Form 8-K

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 19, 2022

(September 15, 2022)

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-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencementcommunications 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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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 8.01

Other Events

On September 15, 2022, Core & Main, Inc. (the "Company"), Core & Main Holdings, LP, investment funds associated with Clayton, Dubilier & Rice, LLC (with the investment funds collectively referred to as the "Selling Stockholders") and Goldman Sachs & Co. LLC (the "Underwriter") entered into an underwriting agreement (the "Underwriting Agreement") pursuant to which the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, 11,000,000 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock") at a price of $23.534 per share. The Selling Stockholders granted the Underwriter a 30-dayoption to purchase up to an additional 1,650,000 shares of Class A Common Stock.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated September 15, 2022, among Core & Main, Inc., Core & Main Holdings, LP, the selling stockholders named therein and Goldman Sachs & Co. LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 19, 2022			CORE & MAIN, INC.
		By:		/s/ Stephen O. LeClair
		Name:		Stephen O. LeClair
		Title:		Chief Executive Officer