Every material Form 8-K Core & Main has filed with the SEC since June 04, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Core & Main reported fiscal second-quarter net sales of $2,145 million, up 2.5%, and net income of $150 million, up 6.4%, for the quarter ended August 2, 2026. The company reaffirmed its full-year fiscal 2026 outlook and said it repurchased $169 million of shares in the quarter, with a further $11 million after quarter end.
Diluted EPS rose 10.0% to $0.77; Adjusted Diluted EPS rose 8.0% to $0.94
Adjusted EBITDA rose 3.0% to $274 million; gross profit margin was 26.7% versus 26.8% a year earlier
Full-year fiscal 2026 outlook reaffirmed: net sales of $7,800 to $7,900 million and Adjusted EBITDA of $950 to $980 million
Year-to-date open market share repurchases reached nearly $270 million and 5.7 million shares
Core & Main, Inc.'s subsidiary Core & Main LP issued $750 million of 6.000% senior notes due July 1, 2034, and used a sixth amendment to its term loan agreement to replace the remainder of its 2028 senior term loan with a new $800 million term loan maturing July 1, 2033. The filing describes refinancing and debt terms but does not report earnings or guidance, so it gives shareholders no direct measure of operating performance.
$750 million of 6.000% senior notes due July 1, 2034, issued July 1, 2026, with semiannual interest payments beginning January 1, 2027
Proceeds to prepay a portion of the 2028 Senior Term Loan and for general corporate purposes, including share repurchases
New $800 million 2033 Senior Term Loan maturing July 1, 2033, priced at Term SOFR plus 1.75%
Core & Main reported fiscal 2026 first quarter results for the period ended May 3, 2026. Net sales were essentially flat at $1,910 million, while net income rose 7.6% to $113 million and diluted EPS rose 9.6% to $0.57. The company reaffirmed its full-year fiscal 2026 outlook, which is positive for shareholders because profit grew and guidance held, although sales were flat.
Net sales of $1,910 million vs. $1,911 million a year earlier, as lower volume was offset by acquisitions
Net income rose 7.6% to $113 million; diluted EPS rose 9.6% to $0.57; Adjusted Diluted EPS rose 5.9% to $0.72
Repurchased 1.8 million shares for $88 million in the quarter, plus $37 million for 0.8 million shares after quarter end
Fiscal 2026 outlook reaffirmed: net sales of $7,800 to $7,900 million and Adjusted EBITDA of $950 to $980 million
Core & Main appointed M. Susan Hardwick, former CEO of American Water Works, as a director effective April 1, 2026, and placed her on the Talent and Compensation Committee. The company also said Executive Chair Stephen LeClair retired from that role, as a Class II director and as board chair, with James Castellano becoming board chair. The filing describes these as part of long-term succession planning and does not report any financial results.
M. Susan Hardwick appointed director effective April 1, 2026; term expires at the 2027 annual meeting
Stephen LeClair retired as Executive Chair, Class II director and Chair of the Board effective April 1, 2026
James Castellano became Chair of the Board; James Hope became Audit Committee Chair and Robert Buck joined the committee
Standard annual Board pay is $225,000, including $130,000 in restricted stock units and $95,000 in cash
Core & Main reported fourth-quarter fiscal 2025 net sales down 6.9% to $1,581 million, mainly due to one fewer selling week, while diluted EPS rose 12.1% to $0.37. For the full fiscal year, net sales rose 2.8% to $7,647 million and diluted EPS rose 8.5% to $2.31, and the company forecast fiscal 2026 net sales of $7.8 billion to $7.9 billion and adjusted EBITDA of $950 million to $980 million.
Q4 net sales fell 6.9% to $1,581 million; average daily net sales rose 0.9%
Q4 diluted EPS rose 12.1% to $0.37; adjusted diluted EPS rose 2.0% to $0.52
Fiscal 2025 net income rose 6.5% to $462 million; adjusted EBITDA rose 0.1% to $931 million
Fiscal 2026 outlook: net sales of $7,800 million to $7,900 million and adjusted EBITDA of $950 million to $980 million
Core & Main reported fiscal third-quarter net sales of $2,062 million, up 1.2%, and diluted earnings per share of $0.72, up 4.3%, while Adjusted EBITDA fell 1.1% to $274 million. The company reaffirmed its full-year fiscal 2025 outlook and its board raised the share repurchase authorization by $500 million to $1 billion, which could reduce the share count for existing shareholders.
Net sales rose 1.2% to $2,062 million; net income rose 2.1% to $143 million
Diluted EPS rose 4.3% to $0.72; Adjusted EBITDA fell 1.1% to $274 million
Full-year fiscal 2025 outlook reaffirmed, including net sales of $7,600 to $7,700 million
About $316 million of Class A shares repurchased as of December 8, 2025, leaving about $684 million available
Core & Main reported fiscal second-quarter 2025 results for the period ended August 3, 2025, with net sales up 6.6% to $2,093 million and net income up 11.9% to $141 million. The company also lowered its full-year fiscal 2025 guidance, citing market conditions and higher operating expenses, which matters to shareholders because the revised outlook is below the earlier expectations.
Q2 net sales rose 6.6% to $2,093 million; diluted EPS rose 14.8% to $0.70
Q2 net income rose 11.9% to $141 million; Adjusted EBITDA rose 3.5% to $266 million
Full-year net sales guidance lowered to $7,600 to $7,700 million; Adjusted EBITDA to $920 to $940 million
Full-year operating cash flow guidance set at $550 to $610 million; Q2 operating cash flow was $34 million
Core & Main said Executive Vice President John R. Schaller, a named executive officer, intends to retire effective October 31, 2025. His responsibilities will be transitioned among existing company executives. The filing does not name a successor or describe financial impact.
John R. Schaller, Executive Vice President and named executive officer, plans to retire
Retirement effective October 31, 2025
Responsibilities to be transitioned among existing executives
Core & Main reported fiscal first-quarter 2025 results for the period ended May 4, 2025, with net sales up 9.8% to $1.91 billion, net income up 4.0% to $105 million and diluted EPS up 6.1% to $0.52. Gross margin slipped to 26.7% from 26.9%, and the company reaffirmed its full-year outlook for net sales, Adjusted EBITDA and operating cash flow. For shareholders, the headline measures improved, and per-share earnings also benefited from lower share counts following share repurchases, including $39 million of buybacks in the quarter.
Net sales rose 9.8% to $1.91 billion, driven mainly by higher volumes and acquisitions; fire protection products declined.
Gross profit rose 9.0% to $510 million, but gross margin fell to 26.7% from 26.9% a year earlier.
Net income rose 4.0% to $105 million; diluted EPS rose 6.1% to $0.52; Adjusted EBITDA rose 3.2% to $224 million.
Fiscal 2025 outlook reaffirmed: net sales of $7.6 billion to $7.8 billion and Adjusted EBITDA of $950 million to $1.0 billion.
Core & Main said CEO Steve LeClair will retire as chief executive effective March 31, 2025, and become executive chair while remaining chair of the board. CFO Mark Witkowski will become CEO and join the board, and Robyn Bradbury, senior vice president of finance and investor relations, will become CFO. The filing does not report any financial results or guidance, so the change is best read as a leadership succession with new pay terms for the incoming executives.
Steve LeClair steps down as CEO effective March 31, 2025, and becomes executive chair; he continues as board chair.
Mark Witkowski, CFO since February 2016, becomes CEO with an annual salary of $825,000 and a bonus of up to 125% of salary.
Robyn Bradbury becomes CFO with an annual salary of $500,000 and a bonus of up to 75% of salary.
The board expands from nine to ten directors, and Witkowski joins as a Class I director without committee seats.
Core & Main reported fiscal 2024 fourth-quarter net sales up 17.9% to $1,698 million, but net income fell 11.8% to $67 million and diluted EPS fell 2.9% to $0.33. For the full year, net sales rose 11.0% to $7,441 million while net income fell 18.3% to $434 million, and the company gave fiscal 2025 guidance for net sales of $7,600 to $7,800 million and Adjusted EBITDA of $950 to $1,000 million, with a CEO transition effective March 31, 2025.
Q4 net sales rose 17.9% to $1,698 million, while Q4 net income fell 11.8% to $67 million, driven by higher interest and income tax expense.
Full-year net sales rose 11.0% to $7,441 million; full-year diluted EPS fell 0.9% to $2.13 and Adjusted EBITDA rose 2.2% to $930 million.
Fiscal 2025 guidance: net sales of $7,600 to $7,800 million and Adjusted EBITDA of $950 to $1,000 million.
Mark Witkowski will succeed Steve LeClair as CEO and Robyn Bradbury will succeed Witkowski as CFO, both effective March 31, 2025.
Core & Main reported fiscal third-quarter 2024 net sales up 11.5% to $2,038 million and diluted earnings per share up 6.2% to $0.69, while net income fell 11.4% to $140 million. The company raised its full-year 2024 outlook, now expecting net sales of $7,350 million to $7,450 million and Adjusted EBITDA of $915 million to $935 million.
Q3 net sales rose $211 million, or 11.5%, to $2,038 million, driven mainly by acquisitions and higher end-market volumes.
Diluted EPS increased 6.2% to $0.69; net income decreased 11.4% to $140 million, mainly due to higher interest and income tax expense.
Full-year 2024 outlook raised: net sales of $7,350 million to $7,450 million and Adjusted EBITDA of $915 million to $935 million.
Net debt leverage was 2.7x as of October 27, 2024, compared with 1.5x a year earlier; the company deployed $100 million to repurchase 2.46 million shares.
Core & Main reported fiscal second-quarter 2024 net sales up 5.5% to $1.96 billion, helped by acquisitions, while net income fell 23.2% to $126 million and diluted EPS fell 7.6% to $0.61. The company lowered its full-year 2024 net sales and Adjusted EBITDA ranges, citing weather disruptions and lower end-market volumes, which matters to shareholders because it reduces the expected profit for the year.
Q2 net sales rose 5.5% to $1.96 billion; gross margin fell to 26.4% from 26.9%.
Full-year 2024 net sales range lowered to $7.3 to $7.4 billion; Adjusted EBITDA range lowered to $900 to $930 million.
Operating cash flow conversion range raised to 65% to 75% of Adjusted EBITDA.
Board approved a $500 million share repurchase program in June; net debt leverage was 2.7x as of July 28, 2024.
Core & Main appointed Michael Huebert, formerly executive vice president of sales at Advanced Drainage Systems, as President effective July 5, 2024, with employment expected to start July 22, 2024. Jack Schaller stepped down from the president role leading waterworks and became executive vice president, while Brad Cowles expanded his role to lead waterworks. The filing describes these as succession-planning changes and does not report any financial results.
Michael Huebert appointed President effective July 5, 2024; he is expected to start July 22, 2024
Huebert's employment agreement sets a $450,000 annual salary and a bonus of up to 75% of salary if performance targets are met
Huebert's initial equity awards include options and RSUs with aggregate fair values of $506,250 and $168,750 (annual) plus $500,000 each in options and RSUs (additional awards)
Jack Schaller moves to executive vice president; Brad Cowles takes on the waterworks product line
Core & Main reported fiscal first-quarter 2024 net sales up 10.6% to $1,741 million, driven mainly by acquisitions, while net income fell 24.1% to $101 million and diluted EPS fell 2.0% to $0.49. The company narrowed and raised its fiscal 2024 forecast for net sales and Adjusted EBITDA, but higher interest and SG&A costs and debt that rose to 2.7x Adjusted EBITDA leave the profit trend weaker than sales growth.
Net sales rose 10.6% to $1,741 million; net income fell 24.1% to $101 million
Diluted EPS fell 2.0% to $0.49 from $0.50; Adjusted EBITDA fell 1.4% to $217 million
Fiscal 2024 outlook now calls for net sales of $7.5 to $7.6 billion and Adjusted EBITDA of $935 to $975 million
Net Debt Leverage was 2.7x as of April 28, 2024, up 1.0x from a year earlier; five acquisitions closed during and after the quarter
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