Every material Form 8-K Core & Main filed with the SEC in 2025, 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 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.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Core & Main filing is on SEC EDGAR ↗. 8-K briefs of other companies →