Core & Main, Inc. 15,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • December 11th, 2023 • 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 Citigroup Global Markets Inc. and J.P. Morgan Securities LLC 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 15,000,000 shares (the “Firm Shares”) of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”). In addition, the Selling Stockholders propose severally, subject to the terms and conditions stated herein, to sell, at the op
