19,782,087 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • January 25th, 2024 • Core & Main, Inc. • Wholesale-durable goods, nec
Certain stockholders of Core & Main, Inc., a Delaware corporation (the “Company”), listed in Schedule II hereto (the “Selling Stockholders”) propose severally, subject to the terms and conditions stated herein, to sell to the several underwriters listed in Schedule I hereto (the “Underwriters” and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis), for whom J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives” and to the extent there is only a single representative, the term “Representatives” shall be deemed to refer to a single Representative, mutatis mutandis), an aggregate of 19,782,087 shares (the “Shares”) of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”).
