Core & Main, Inc.CNM

Reputation and brand · Esg environmental social governance performance

Companies across all industries are facing increasing scrutiny from customers, regulators and other stakeholders related to their ESG and sustainability practices. Investor advocacy groups, proxy advisory firms, certain institutional investors and lenders, investment funds and other influential investors and rating agencies are also increasingly focused on ESG and sustainability practices and matters.

Corporate governance · Shareholder rights and activism

Activist shareholders may submit proposals to promote or oppose an ESG-related position. Responding to such proposals, proxy contests and other actions by activist shareholders can be costly and time-consuming, disrupting our operations, causing reputational harm, and diverting the attention of our board of directors and senior management.

Stakeholder relations · Investor relations and market confidence

An active, liquid trading market for our Class A common stock may not be sustained. Although our Class A common stock is currently listed on the NYSE under the symbol CNM, an active trading market for our shares may not be sustained. Accordingly, if an active trading market for our Class A common stock is not maintained, the liquidity of our Class A common stock, our shareholders' ability to sell shares of our Class A common stock when desired and the prices that a shareholder may obtain for shares of our Class A common stock will be adversely affected.

Market and investment · Market volatility and economic cycles

Stock markets have experienced extreme volatility in recent years that has been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A common stock, regardless of our operating performance.

Capital structure and performance · Financial performance volatility

Due to these factors and the potential volatility in the residential and non-residential construction markets, there may be fluctuations in our operating results, and the results for any historical period may not be indicative of results for any future period.

Market and investment · Asset valuation and impairment

An impairment of goodwill, intangible assets or other long-lived assets could have a material adverse effect on our financial position or results of operations. As of February 1, 2026, goodwill and amortizing intangible assets, net of accumulated amortization, represented 32% and 14%, respectively, of our total assets.

Capital structure and performance · Debt management and refinancing

As of February 1, 2026, we had total consolidated indebtedness of $2,166 million and $325 million in outstanding lease commitments. Our indebtedness could have important consequences to our shareholders. Because of our indebtedness, our ability to obtain additional financing for working capital, make capital expenditures, complete acquisitions, meet debt service requirements may be impaired in the future.

Market and investment · Interest rate and yield curve risk

Interest rate increases in fiscal 2023 were a contributing factor to slowing new lot development and contraction in the residential end market. Although the Federal Reserve Board of Governors cut certain benchmark interest rates in fiscal 2024 and fiscal 2025, it is uncertain if the FRB will raise or lower interest rates in the future.

Strategic execution · Merger acquisition and divestiture risks

Acquisitions are an important component of our growth strategy, and we regularly consider and enter into strategic transactions, including mergers, acquisitions, investments and other growth, market and geographic expansion strategies. However, there can be no assurance that we will be able to continue to grow our business through acquisitions or other strategic transactions as we have done historically or that any businesses acquired will perform in accordance with expectations.

Market position and competition · Competitive pressure and market share loss

A portion of municipal infrastructure work is awarded through competitive bidding processes in which municipalities or contractors serving municipalities compare estimates from multiple distributors. We may lose business to lower-cost competitors from price-sensitive customers who do not value our sales reach, technical knowledge, broad product portfolio, customer service and project planning and delivery capabilities.

Customer and revenue · Customer retention and subscription renewal

Most of our net sales are made to customers that do not have contracts in place and are not contractually obligated to purchase products from us. Our repeat business with respect to these customers largely depends on these customers' satisfaction with our products and our customer service. At any time, these customers can stop purchasing our products from us and cease doing business with us.

Innovation and product development · Product development and randd investment risks

We may not be able to identify new products and new product lines and integrate them into our distribution network. The success of new products depends on a variety of factors, including timely and successful product development by our suppliers, market acceptance and demand, competitive response, our ability to manage risks associated with product life cycles.

Natural and catastrophic events · Natural disasters and extreme weather

Disruptions caused by natural disasters or similar extreme weather events may also affect our ability to both maintain key products in inventory and deliver products to our customers on a timely basis. Any material shortage of products in the market as a result of natural disasters or similar extreme weather events can negatively impact our net sales.

Geopolitical and trade · Government funding and budget changes

The market for the distribution of our products and services is affected by national, regional and local slowdowns in the amount spent by municipalities on infrastructure. Approximately 44% of our net sales in fiscal 2025 were related to the municipal market. Fluctuations in and uncertainty surrounding the U.S. federal government's budget and potential changes to budgetary priorities can also negatively impact municipal spending.

Core operations · Quality control and product defects

Failure to achieve and maintain a high level of product quality as a result of our suppliers' or manufacturers' mistakes or inefficiencies could damage our reputation and negatively impact our revenue and results of operations. If our product offerings do not meet applicable safety standards or customers' expectations regarding safety or quality or are alleged to have quality issues, we could experience lower revenue and increased costs.

Core operations · Capacity utilization and efficiency

A shortage of available manufacturing capacity, or excess capacity, in the industry can result in significant increases or declines in the supply of our products, which in turn results in fluctuations in the market prices for our products, sometimes within a short period of time.

Human capital and workforce · Key personnel dependence and succession

While we engage in succession planning, our operations benefit from our senior management team's substantial experience and expertise in our industry and the significant contributions they have made to our growth and success. There is a heightened risk of loss for certain senior management members that hold limited partner interests of Holdings through Management Feeder.

Supply chain and procurement · Supplier financial distress and capability

Our suppliers could discontinue selling products at any time for reasons that may or may not be in our control or the suppliers' control, including shortages of raw materials, environmental and social supply chain issues, labor disputes or weather conditions. Disruptions in transportation lines may also cause global supply chain issues that affect us or our suppliers.

Cybersecurity and data protection · Data breaches and cyber attacks

Interruptions in the proper functioning of the Company's and our third-party service providers' IT systems or compromise of our or our customers' confidential data, including from cybersecurity threats, could disrupt operations and cause unanticipated reputational harm, litigation and regulatory risk. A failure in or breach of our operational or information security systems, or those of our third-party service providers, as a result of cyber-attacks or information security breaches has in the past, and could in the future, disrupt our business.

Legal and litigation · Product liability and warranty claims

As a distributor of products, we face an inherent risk of exposure to product liability and other claims in the event that the use of the products we have distributed in the past or may in the future distribute is alleged to have resulted in economic loss, personal injury or property damage. In addition, we fabricate and install certain products, either internally or through third parties, which may increase our exposure to product liability claims.