CNM on NYSE

Core & Main

Logo: Core & Main, Public domain, via Wikimedia Commons5

American industrial company

Core & Main, headquartered in St. Louis, Missouri, distributes products used for water, wastewater, storm drainage, and fire protection in the United States. Customers include municipalities, private water companies, and professional contractors. The company has 370 branch locations in 49 U.S. states, 60,000 customers, and sells 225,000 products.3 It is part of Home Depot Supply.1 Its shares trade on NYSE under the symbol CNM.1 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$7.6BRevenue, fiscal 20266
$441.0MNet income, fiscal 20266
Aug 2017Founded1

Compare with ALLIANCE ENTERTAINMENT HOLDING CORP, Greenlane Holdings, Inc. or Cyclacel, or pick any stock.

  • TickerCNM on NYSE1
  • Industryinfrastructure industry1
  • HeadquartersSt. Louis1
  • Websitecoreandmain.com
  • Legal formlimited partnership1
  • Incorporated inDE7
  • Business address1830 Craig Park Court, St. Louis, Mo 631467
  • Filer categoryLarge accelerated filer7
  • Kind of organizationLimited partnership1
  • LEI549300ZSLF8Q660SCD174
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressC/O CORPORATION SERVICE COMPANY, 32301-2525 Tallahassee, United States4
  • Registered withFlorida Division of Corporations, A040000018404

Core & Main, headquartered in St. Louis, Missouri, distributes products used for water, wastewater, storm drainage, and fire protection in the United States. Customers include municipalities, private water companies, and professional contractors. The company has 370 branch locations in 49 U.S. states, 60,000 customers, and sells 225,000 products.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

26.9%Gross margin6
9.4%Operating margin6
5.8%Net margin6
2.8%Revenue growth, 20266
22.1%Return on equity6
1.06×Debt to equity6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Pipes, Valves, And Fitting Products brought in 67% of the revenue Core & Main broke down this way in fiscal 2026.

  1. Pipes, Valves, And Fitting Products$5.1B667%up 3% from 2025
  2. Storm Drainage Products$1.2B616%up 4% from 2025
  3. Meter Products$716.0M69%up 3% from 2025
  4. Fire Protection Products$600.0M68%up 1% from 2025
Products and services by year
Products and services202420252026
Pipes, Valves, And Fitting Products$4.5B$5.0B$5.1B
Storm Drainage Products$985.0M$1.1B$1.2B
Meter Products$525.0M$692.0M$716.0M
Fire Protection Products$688.0M$596.0M$600.0M

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue73¢$5.6B
  • Selling, general and admin15¢$1.2B
  • Other costs4¢$319.0M
  • Income tax2¢$145.0M
  • Profit6¢$441.0M

Out of $7.6B in revenue.6

Where each dollar of operating cash went, fiscal 2026

  • Share buybacks24¢$155.0M
  • Kept or used elsewhere76¢$495.0M

Out of $650.0M of cash from operations.6

Financial statements

Revenue101112136$7.6B in 2026+126% since 2020
0$2.0B$4.0B$6.0B$8.0B2020: $3.4B$3.4B20202021: $3.6B$3.6B2021+7%2022: $5.0B$5.0B2022+37%2023: $6.7B$6.7B2023+33%2024: $6.7B$6.7B2024+1%2025: $7.4B$7.4B2025+11%2026: $7.6B$7.6B2026+3%
Gross profit101112136$2.1B in 2026+161% since 2020
0$1.0B$2.0B$3.0B2020: $789.0M$789.0M20202021: $878.0M$878.0M2021+11%2022: $1.3B$1.3B2022+46%2023: $1.8B$1.8B2023+40%2024: $1.8B$1.8B2024+1%2025: $2.0B$2.0B2025+9%2026: $2.1B$2.1B2026+4%
Operating income101112136$722.0M in 2026+366% since 2020
0$200.0M$400.0M$600.0M$800.0M2020: $155.0M$155.0M20202021: $185.0M$185.0M2021+19%2022: $425.0M$425.0M2022+130%2023: $775.0M$775.0M2023+82%2024: $740.0M$740.0M2024−5%2025: $719.0M$719.0M2025−3%2026: $722.0M$722.0M2026+0%
Net income101112136$441.0M in 2026+1125% since 2020
0$200.0M$400.0M$600.0M2020: $36.0M$36.0M20202021: $37.0M$37.0M2021+3%2022: $166.0M$166.0M2022+349%2023: $366.0M$366.0M2023+120%2024: $371.0M$371.0M2024+1%2025: $411.0M$411.0M2025+11%2026: $441.0M$441.0M2026+7%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2026-01-312025-01-312024-01-31
Net sales$7.6B$7.4B$6.7B
Cost of sales$5.6B$5.5B$4.9B
Gross profit$2.1B$2.0B$1.8B
Selling, general and administrative$1.2B$1.1B$931.0M
Depreciation and amortization$183.0M$183.0M$147.0M
Total operating expenses$1.3B$1.3B$1.1B
Operating income$722.0M$719.0M$740.0M
Interest expense-$120.0M-$142.0M-$81.0M
Other income$5.0M$0$0
Income before provision for income taxes$607.0M$577.0M$659.0M
Provision for income taxes$145.0M$143.0M$128.0M
Net income$462.0M$434.0M$531.0M
Less: net income attributable to non-controlling interests$21.0M$23.0M$160.0M
Net income attributable to Core & Main, Inc.$441.0M$411.0M$371.0M
Basic (in dollars per share)$2.32$2.14$2.15
Diluted (in dollars per share)$2.31$2.13$2.15
Basic (shares)189.7M shares191.6M shares172.8M shares
Diluted (shares)197.9M shares201.4M shares227.8M shares

Compare Core & Main with another company

Corporate structure

Core & Main is part of a group headed by Home Depot Supply. 3 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Core & Main

  • Home Depot Supply Atlanta, Georgia, United States
    • Core & Main St Louis, Missouri, United States
      • Core & Main Canada, Inc. Subsidiary · Ontario, Canada

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Core & Main reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$379.0M6 Feb 1, 2026$336.0M6 Feb 2, 2025+12.8%
Accumulated depreciation$201.0M6 Feb 1, 2026$168.0M6 Feb 2, 2025+19.6%
Property and equipment, net$178.0M6 Feb 1, 2026$168.0M6 Feb 2, 2025+6.0%
Operating-lease assets (leased space)$287.0M6 Feb 1, 2026$244.0M6 Feb 2, 2025+17.6%

Real estate and locations

ItemLatestA year beforeChange
Stores3706 Feb 1, 202637013 Feb 2, 20250%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$220.0M6 Feb 1, 2026$8.0M6 Feb 2, 2025+2650.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.9B6 Feb 1, 2026$1.9B6 Feb 2, 2025+1.2%
Finite-lived intangibles, gross$1.8B6 Feb 1, 2026$1.8B6 Feb 2, 2025+2.0%
Accumulated amortization$1.0B6 Feb 1, 2026$873.0M6 Feb 2, 2025+17.0%
Finite-lived intangibles, net$823.0M6 Feb 1, 2026$935.0M6 Feb 2, 2025−12.0%

Inventory

ItemLatestA year beforeChange
Inventory, total$986.0M6 Feb 1, 2026$908.0M6 Feb 2, 2025+8.6%

Properties, in its own words

We own our headquarters, located in St. Louis, Missouri, which we use for our principal corporate activities. In addition to our headquarters, as of February 1, 2026, we leased 331 properties and owned 47 properties. Our facilities typically include a small office space, an in-store counter and/or merchandising display area, inside warehouse space and a yard for outside storage. In addition, we have 8 distribution facilities strategically located around the U.S. to maximize efficiency of product distribution. We enter into leases with terms typically ranging from three to seven years that include renewal options. We believe that these facilities are well-maintained and adequate to support the current needs of our business.

Item 2 of the 10-K filed Mar 24, 2026.18

The story

In 2005, Home Depot acquired National Waterworks Holdings. It was merged with Hughes Supply and became HD Supply Waterworks.

In August 2017, Clayton, Dubilier & Rice acquired HD Supply Waterworks and changed its name to Core & Main.

In July 2021, the company became a public company via an initial public offering.

From Wikipedia’s article on Core & Main, shared under CC BY-SA 4.0.8

Leadership

Who has led Core & Main, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (20)

Subsidiaries and ownership

Parent company

Subsidiaries (Exhibit 21)

  • Core & Main Canada, Inc. Ontario, Canada9
  • Core & Main LP Florida9

From Wikidata.1 The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 9, 20268-K Results of operations45
  2. Jul 2, 20268-K Entered a material agreement46
  3. Jun 25, 20268-K Other events47
  4. Jun 23, 20268-K Shareholder vote48
  5. Jun 22, 20268-K Other events49
  6. Jun 10, 20268-K Results of operations50
  7. Apr 10, 20268-K Other events51
  8. Mar 27, 20268-K Executive or director change52
  9. Mar 24, 20268-K Results of operations53
  10. Dec 9, 20258-K Results of operations; Other events54
  11. Sep 9, 20258-K Results of operations55
  12. Aug 18, 20258-K Executive or director change56
  13. Apr 2, 2025New chief executive Mark R. Witkowski becomes CEO19
  14. Jul 23, 2021New chief executive Stephen O. Leclair becomes CEO20
  15. Aug 2017Founded Founded1

Calendar

Coming up

  1. Dec 8, 2026Reports results for the quarter ending Oct/2026 A year earlier it reported $0.72 a share, on Dec 9, 2025.57

When it reported results

  1. Sep 9, 2026Reported quarterly or annual results45
  2. Jun 10, 2026Reported quarterly or annual results50
  3. Mar 24, 2026Reported quarterly or annual results53
  4. Dec 9, 2025Reported quarterly or annual results54
  5. Sep 9, 2025Reported quarterly or annual results55
  6. Jun 10, 2025Reported quarterly or annual results58
  7. Mar 25, 2025Reported quarterly or annual results59
  8. Dec 3, 2024Reported quarterly or annual results60

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

431 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 53 major events, 234 insider forms, 24 large holders, 100 other. The latest 20:

  1. Sep 9, 202610-Q EDGAR
  2. Sep 9, 20268-K EDGAR
  3. Aug 5, 20264 EDGAR
  4. Jul 23, 20264 EDGAR
  5. Jul 8, 20264 EDGAR
  6. Jul 2, 20268-K EDGAR
  7. Jun 30, 2026144 EDGAR
  8. Jun 25, 20268-K EDGAR
  9. Jun 24, 20264 EDGAR
  10. Jun 24, 20264 EDGAR
  11. Jun 24, 20264 EDGAR
  12. Jun 24, 20264 EDGAR
  13. Jun 24, 20264 EDGAR
  14. Jun 24, 20264 EDGAR
  15. Jun 24, 20264 EDGAR
  16. Jun 24, 20264 EDGAR
  17. Jun 24, 20264 EDGAR
  18. Jun 24, 20264 EDGAR
  19. Jun 23, 20268-K EDGAR
  20. Jun 22, 20268-K EDGAR

The 431 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

115 open-market trades by officers, directors and large owners since October 2021: 2 buys and 113 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 6, 2026Hope James DDirectorBuy2,067$46.01$95.1KForm 4
Apr 17, 2026Bradbury Robyn LChief Financial OfficerSale5,000$52.54$262.7KForm 4
Apr 7, 2026Hope James DDirectorBuy1,972$50.70$100.0KForm 4
Aug 18, 2025Witkowski Mark RChief Executive OfficerSale100,000$64.08$6.4MForm 4
Jul 22, 2025Bradbury Robyn LChief Financial OfficerSale5,000$64.51$322.6KForm 4
Jul 18, 2025Castellano James GDirectorSale43,994$61.98$2.7MForm 4
Jul 18, 2025Kimbrough Orvin TDirectorSale23,962$61.77$1.5MForm 4
Jul 17, 2025Witkowski Mark RChief Executive OfficerSale100,000$61.26$6.1MForm 4
Jul 7, 2025LeClair Stephen OExecutive ChairSale44,972$61.91$2.8MForm 4
Jul 3, 2025LeClair Stephen OExecutive ChairSale80,028$62.27$5.0MForm 4
Jul 1, 2025Bradbury Robyn LChief Financial OfficerSale25,000$60.49$1.5MForm 4
Jun 9, 2025Whittenburg Mark GGeneral Counsel and SecretarySale49,100$60.03$2.9MForm 4
Jun 6, 2025Whittenburg Mark GGeneral Counsel and SecretarySale900$60.03$54.0KForm 4
Jun 3, 2025Schneider Laura KChief Human Resources OfficerSale45,695$56.25$2.6MForm 4
May 28, 2025Schaller John RExecutive Vice PresidentSale9,794$55.00$538.7KForm 4
Apr 29, 2025Stephens John WeldonChief Accounting OfficerSale31,750$53.03$1.7MForm 4
Apr 28, 2025Stephens John WeldonChief Accounting OfficerSale10,214$53.02$541.5KForm 4
Apr 2, 2025Stephens John WeldonChief Accounting OfficerSale41,963$50.48$2.1MForm 4
Mar 11, 2025Schaller John RExecutive Vice PresidentSale19,292$45.00$868.1KForm 4
Mar 10, 2025Schaller John RExecutive Vice PresidentSale21,868$46.82$1.0MForm 4

All 115 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Mark R. WitkowskiChief Executive Officer51$786.5K$9.3M68
2025Bradford A. CowlesPresident55$551.2K$4.6M68
2025Michael G. HuebertPresident54$468.3K$3.6M68
2025Robyn L. BradburyChief Financial Officer43$469.2K$3.6M68
2025Mark G. WhittenburgFormer General Counsel and Secretary$499.6K$2.7M68
2025Stephen O. LeClairFormer Executive Chair and Former Chief Executive Officer$935.0K$1.2M68
2024Stephen O. LeClairFormer Executive Chair and Former Chief Executive Officer$924.2K$5.4M68
2024Michael G. HuebertPresident54$225.0K$2.1M68
2024Mark R. WitkowskiChief Executive Officer51$610.2K$1.8M68
2024Bradford A. CowlesPresident55$482.5K$1.5M68
2024Mark G. WhittenburgFormer General Counsel and Secretary$478.8K$1.2M68
2023Stephen O. LeClairFormer Executive Chair and Former Chief Executive Officer$882.9K$5.5M68
2023Mark R. WitkowskiChief Executive Officer51$559.2K$1.9M68
2023Bradford A. CowlesPresident55$426.9K$1.5M68
2023Mark G. WhittenburgFormer General Counsel and Secretary$456.1K$1.4M68

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.18,357,688$885.8M0.0%−848,336
Capital World Investors11,473,053$553.6M0.1%−98,339
Fmr LLC8,959,133$432.3M0.0%+3,555,754
Vanguard Capital Management LLC8,517,598$411.0M0.0%+51,773
Vanguard Portfolio Management LLC8,251,721$398.1M0.0%+432,182
First Trust Advisors LP6,248,855$301.5M0.2%+118,015
Morgan Stanley6,040,241$291.4M0.0%+604,561
State Street Corp5,908,053$285.1M0.0%+128,276
Select Equity Group, L.P.5,840,259$281.8M1.5%−1,413,948
Royal London Asset Management Ltd5,488,673$264.8M0.5%−264,028
Pictet Asset Management Holding SA4,962,910$239.5M0.2%−1,551,757
D. E. Shaw & Co., Inc.4,578,348$220.9M0.1%+734,976
Impax Asset Management Group plc4,203,618$202.8M1.3%+1,352,251
Amundi3,846,527$185.6M0.0%+795,962
Geode Capital Management, LLC3,576,939$172.6M0.0%−174,191
Jupiter Topco LLC3,409,409$164.5M0.1%New
Point72 Asset Management, L.P.3,079,063$148.6M0.2%+237,815
Dimensional Fund Advisors LP2,805,308$135.4M0.0%+144,286
Camrose Capital Investment Partners LLP2,504,211$120.8M13.7%+236,603
Nordea Investment Management Ab2,488,658$118.7M0.1%New
Norges Bank2,399,645$115.8M0.0%New
Findlay Park Partners LLP2,395,854$115.6M1.6%+399,126
Neuberger Berman Group LLC2,362,339$114.0M0.1%+1,840,403
Fiduciary Management Inc /wi/2,308,589$111.4M1.6%−173,921
Spruce House Investment Management LLC2,150,000$103.7M3.1%No change

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

12 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Aug 25, 2026April McClain DelaneyDemocratic, HouseSale$100,001 - $250,000+5.5%Report
Jun 12, 2026April McClain DelaneyDemocratic, HousePartial sale$1,001 - $15,000+17.2%Report
Oct 31, 2025Lisa C. McClainRepublican, HouseSale$1,001 - $15,000+32.7%Report
Oct 30, 2025Lisa C. McClainRepublican, HouseBuy$1,001 - $15,000−33.3%Report
Oct 30, 2025Lisa C. McClainRepublican, HouseSale$1,001 - $15,000+33.3%Report
Sep 11, 2025Lisa C. McClainRepublican, HouseBuy$1,001 - $15,000−32.4%Report
Aug 11, 2025April McClain DelaneyDemocratic, HousePartial sale$15,001 - $50,000+55.5%Report
Aug 4, 2025April McClain DelaneyDemocratic, HousePartial sale$15,001 - $50,000+56.5%Report
Jun 17, 2025Lisa C. McClainRepublican, HouseSale$1,001 - $15,000+53.7%Report
Jun 11, 2025Lisa C. McClainRepublican, HouseBuy$1,001 - $15,000−55.2%Report
Apr 7, 2025April McClain DelaneyDemocratic, HouseBuy$1,001 - $15,000−60.5%Report
Feb 8, 2025April McClain DelaneyDemocratic, HouseBuy$1,001 - $15,000−50.8%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Core & Main is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCore & Main, Inc.2
  • CIK0001856525
  • Employer ID (EIN)86-314919418
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company18
  • Incorporated inDelaware18
  • Fiscal year endsJanuary 312
  • Industry code (SIC)5099 Wholesale-Durable Goods, NEC2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address1830 Craig Park Court, St. Louis, MO 631462
  • Phone314-432-47002
  • Shares outstanding188,072,306 Common Class A shares; 6,577,704 Common Class B shares as of Mar 20, 202618
  • Public float$11.9B as of Aug 3, 202518
  • AuditorPricewaterhouseCoopers LLP, St. Louis, Missouri PCAOB ID 238; it also attests to the company’s internal control over financial reporting18
  • On EDGAR sinceApr 16, 20212
  • Filings473 in all: 4 (218), 144 (56), 8-K (55), 3 (27), 10-Q (16), 424B5 (15), CORRESP (9), SCHEDULE 13G/A (9)2
    All 31 form types

    SC 13G/A (8), 5 (6), UPLOAD (6), 10-K (5), DEF 14A (5), DEFA14A (5), ARS (4), S-1/A (4), SC 13G (4), SCHEDULE 13G (3), 144/A (2), 424B4 (2), DRS (2), EFFECT (2), S-1 (2), 3/A (1), 4/A (1), 424B2 (1), 8-A12B (1), CERT (1), FWP (1), S-3ASR (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Mar 24, 2026
    Quarterly report (10-Q) Sep 9, 2026
    Proxy statement (DEF 14A) May 7, 2026
    Latest 8-K (8-K) Sep 9, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.01 per shareCNMThe New York Stock Exchange

From the cover page of the 10-K filed Mar 24, 2026 (Section 12(b) of the Exchange Act).18

Risk factors and legal proceedings

The risks Core & Main names in Item 1A of its 10-K filed Mar 24, 2026: 48 risks under these headings, as written.18

  • Risks Related to Our Business
  • We have been, and may continue to be, adversely impacted by declines and volatility in the U.S. residential and non-residential construction markets, which may result in reduced net sales.
  • Our business and the market for our products and services generally are subject to slowdowns in municipal infrastructure spending which may result in reduced net sales.
  • We may lose business to competitors through the competitive bidding process.
  • We are subject to price fluctuations in our product costs.
  • We are subject to inventory management risks. Insufficient inventory may result in lost sales opportunities or delayed revenue, while excess inventory may negatively impact our gross margin.
  • Acquisitions and other strategic transactions involve a number of inherent risks, any of which could result in the benefits anticipated not being realized.
  • Our industry and the markets in which we operate are fragmented and highly competitive, and increased competitive pressures, including the pressure to consolidate, could adversely affect our business.
  • The development of alternatives to distributors of our products in the supply chain could cause a decrease in our net sales and operating results and limit our ability to grow our business.
  • We may be unable to hire, engage and retain key personnel, including sales representatives, qualified branch, district and regional managers and senior management.
  • If we fail to identify, develop and maintain relationships with a sufficient number of qualified suppliers or our exclusive or limited supplier distribution rights are terminated, our ability to timely and efficiently access products that meet our standards for quality could be adversely affected or we may experience an increase in the costs of our products that could reduce our overall profitability.
  • A change in supplier terms could adversely affect our income and margins.
The other 37 risks
  • Our operating results are sensitive to the availability of freight.
  • A significant amount of our net sales are credit sales, which are made primarily to customers whose ability to pay is dependent, in part, upon the economic strength of the industry and geographic areas in which they operate.
  • We may not be able to identify new products and new product lines and integrate them into our distribution network, which could adversely affect our ability to compete.
  • A public health crisis could have a material adverse effect on our business or financial condition.
  • We could incur significant costs in complying with environmental, health and safety laws or permitting regimes or as a result of satisfying any liability or obligation imposed under such laws or permitting regimes.
  • We are subject to regulation and regulatory change, and our costs of doing business could increase as a result of changes in federal, state or local regulations.
  • Increasing scrutiny and changing stakeholder expectations and disclosures in respect of ESG and sustainability practices may adversely impact our business and our stock price and impose additional costs or expose us to new or additional risks.
  • Due to the nature of our business, we may be subject to legal proceedings, regulatory disputes, and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business, financial condition, and operating results.
  • Failure to achieve and maintain a high level of product quality as a result of our suppliers’ or manufacturers’ mistakes or inefficiencies could damage our reputation and negatively impact our revenue and results of operations.
  • Any difficulties with, or interruptions of, our fabrication services could delay our output of products and harm our relationships with our customers.
  • We are subject to certain safety and labor risks associated with the distribution and fabrication of our products.
  • Interruptions in the proper functioning of the Company’s and our third-party service providers’ IT systems or compromise of our or our customers’ confidential data, including from cybersecurity threats, could disrupt operations and cause unanticipated reputational harm, litigation and regulatory risk, as well as increases in costs or decreases in net sales, or both.
  • Our competitive environment may be impacted by technological innovation and we may be required to invest in technology to maintain our position in the industry.
  • An impairment of goodwill, intangible assets or other long-lived assets could have a material adverse effect on our financial position or results of operations.
  • Our customer relationships are generally governed by purchase orders and job-specific customer agreements, as applicable, and not by long-term agreements, and, as a result, such customers have the right to change the terms under which they do business and/or terminate their relationship with us.
  • We are subject to risks associated with operating internationally.
  • Risks Related to Our Indebtedness
  • Our indebtedness may adversely affect our financial health and our ability to raise additional capital or obtain financing in the future.
  • Despite our indebtedness levels, we and our subsidiaries may be able to incur substantially more indebtedness, which may increase the risks to our financial condition and results of operations created by our indebtedness.
  • The agreements governing our indebtedness restrict our current and future operations and our ability, and the ability of our future subsidiaries, to engage in certain business and financial transactions, and as a result, may adversely affect our business or financial condition.
  • The Amended and Restated Limited Partnership Agreement of Holdings and the Tax Receivable Agreements limit our ability to incur additional indebtedness or refinance our existing indebtedness on favorable terms.
  • An increase in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability, increase cash outflows, decrease our liquidity or impact our solvency.
  • Changes in our credit ratings and outlook may reduce access to capital and increase borrowing costs.
  • Our ability to generate the significant amount of cash needed to pay interest and principal on our indebtedness and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control.
  • Risks Related to Our Organizational Structure
  • Our principal asset is our direct and indirect ownership interest in Holdings, and accordingly, we depend on distributions from Holdings and its subsidiaries to pay our taxes and other expenses, including payments under each of the Tax Receivable Agreements. Our subsidiaries’ ability to make such distributions may be subject to various limitations and restrictions.
  • Our organizational structure, including the Tax Receivable Agreements, confers certain benefits that will not benefit Class A common shareholders to the same extent as it will benefit holders of the Tax Receivable Agreements.
  • The Tax Receivable Agreements require us to make cash payments in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.
  • In certain cases, payments under the Tax Receivable Agreements may be accelerated or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreements.
  • We will not be reimbursed for any payments made under the Tax Receivable Agreements in the event that any tax benefits are disallowed.
  • If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of our ownership of Holdings, applicable restrictions could make it impractical for us to continue our business as currently contemplated and could have a material adverse effect on our business or financial condition.
  • Risks Related to Our Class A Common Stock
  • The market price of our Class A common stock may be volatile and could decline.
  • An active, liquid trading market for our Class A common stock may not be sustained.
  • Future sales of shares by us or our existing shareholders could cause our stock price to decline.
  • Future offerings of debt, Class A common stock, equity securities which would rank senior to our Class A common stock or other securities convertible or exchangeable into common or preferred stock, in connection with a financing, strategic investment, litigation settlement or employee arrangement or otherwise, may result in dilution to owners of our Class A common stock and/or may adversely affect the market price of our Class A common stock.
  • Anti-takeover provisions in our Certificate of Incorporation and our amended and restated by-laws (the “By-laws”) could discourage, delay or prevent a change of control of our Company and may affect the trading price of our Class A common stock.
  • We currently do not have an approved plan to pay dividends on our Class A common stock and consequently, your ability to achieve a return on your investment depends on appreciation in the price of our Class A common stock.
  • We could repurchase Class A common stock under the approved Repurchase Program however we are not obligated to repurchase shares under the plan.
  • Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or shareholders.

Legal proceedings

We are not currently party to any material legal proceedings. Nevertheless, we are from time to time involved in litigation incidental to the ordinary conduct of our business, including personal injury, workers’ compensation and business operations. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. See Note 9 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Like other companies in our industry, we have been subject to personal injury and property damage claims arising from the types of products that we distribute. As a distributor in this industry, we face an inherent risk of exposure to product liability claims in the event that the use of the products we have distributed in the past or may in the future distribute is alleged to have resulted in economic loss, personal injury or property damage or violated environmental, health or safety or other laws. Such product liability claims in the past have included, and may in the future include, allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. In particular, we have been and continue to be a defendant in asbestos-related litigation matters. See Item 1A. “Risk Factors—Risks Related to Our Business—Due to the nature of our business, from time to time we may be subject to legal proceedings, regulatory disputes, and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business, financial condition, and operating results” in this Annual Report on Form 10-K.

The opening of Item 3, Legal Proceedings.18

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