Core & Main Announces Closing of Over-Allotment Option in Connection with its Initial Public Offering

Core & Main, Inc. (NYSE: CNM), a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, today announced the closing of the issuance of an additional 5,232,558 shares of its Class A common stock pursuant to the exercise in full of the underwriters’ over-allotment option in connection with Core & Main’s initial public offering (IPO) of Class A common stock. All of the additional shares of Class A common stock were offered by Core & Main. The additional shares were sold at the public offering price of $20.00 per share, before underwriting discounts and commissions, resulting in additional gross proceeds of approximately $104.7 million and bringing the total gross proceeds of the IPO to approximately $802.3 million.

Core & Main’s Class A common stock began trading on the New York Stock Exchange under the ticker symbol “CNM” on July 23, 2021.

Goldman Sachs & Co. LLC, Credit Suisse and J.P. Morgan acted as lead book-running managers for the IPO. BofA Securities, Baird, Citigroup, RBC Capital Markets, Barclays and Deutsche Bank Securities acted as additional book-running managers.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (SEC) on July 22, 2021. A final prospectus related to the IPO was filed with the SEC on July 26, 2021 and is available on the SEC’s website at www.sec.gov. The offering was made only by means of a prospectus. Copies of the final prospectus 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 prospectus-ny@ny.email.gs.com;
• Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560, telephone: 1-800-221-1037, or by emailing usa.prospectus@credit-suisse.com; or
• J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 1-866-803-9204.

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. Core & Main’s specialty products and services are used in the maintenance, repair, replacement and construction of water and fire protection infrastructure.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements.” 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 final prospectus. 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.

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