Core & Main Announces Secondary Offering

ST. LOUIS, Sept. 15, 2021 — Core & Main, Inc. (NYSE: CNM), a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, today announced the launch of an underwritten secondary public offering of 10,000,000 shares of its Class A common stock by certain selling stockholders. The selling stockholders have granted the underwriter a 30-day option to purchase up to an additional 1,500,000 shares of Core & Main’s Class A common stock. Core & Main is not offering any shares of Class A common stock in the offering and will not receive any proceeds from the offering. Goldman Sachs & Co. LLC is acting as the sole underwriter for the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed.

The last reported sale price of Core & Main’s Class A common stock was $25.01. The underwriter intends to offer the shares of Class A common stock to the public at a fixed price, which may be changed at any time without notice.

A shelf registration statement (including a prospectus) relating to these securities has been filed with the SEC and has become effective. Before investing, interested parties should read the shelf registration statement and other documents filed with the SEC for information about Core & Main and this offering. You may get these documents for free by visiting EDGAR on the SEC website at sec.gov. Alternatively, a copy may be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or by emailing [email protected]

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Core & Main

Based in St. Louis, Core & Main is a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets nationwide. With approximately 300 locations, the company provides its customers local expertise backed by a national supply chain. Core & Main’s 4,100 associates are committed to helping their communities thrive with safe and sustainable infrastructure.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Core & Main, including those set forth in the Risk Factors section of the registration statement for the offering and the preliminary prospectus included therein, as filed with the SEC. Copies are available on the SEC’s website at www.sec.gov.

Core & Main undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

Contact:
Investor Relations:
Robyn Bradbury, 314-995-9116
[email protected]