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Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(a)The following documents are filed as part of this Annual Report:
(1)Financial Statements:

The following are included in this Annual Report under Item 8 for Ferguson plc:

  • Reports of Independent Registered Public Accounting Firm

  • Consolidated Statements of Earnings, Comprehensive Income, Shareholders’ Equity and Cash Flows for the years ended July 31, 2024, 2023 and 2022

  • Consolidated Balance Sheets as of July 31, 2024 and 2023

  • Notes to the Consolidated Financial Statements

The following are included in this Annual Report under Item 8 for Ferguson Enterprises Inc.:

  • Report of Independent Registered Public Accounting Firm

  • Consolidated Balance Sheet as of July 31, 2024

  • Notes to the Consolidated Financial Statement

(2)Financial Statement Schedules:

All schedules are omitted as the required information is inapplicable or the information is presented in the Company’s audited consolidated financial statements or notes thereto.

(3)Exhibits

The exhibits listed below are filed or incorporated by reference as part of this Annual Report.

2.1Merger Agreement, dated as of February 29, 2024, by and among Ferguson (Jersey) Limited (f/k/a Ferguson plc), Ferguson (Jersey) 2 Limited and Ferguson Enterprises Inc (incorporated by reference to Exhibit 2.1 of Registration Statement on Form S-4 filed by Ferguson Enterprises Inc. with the SEC on March 1, 2024).
3.1Amended and Restated Certificate of Incorporation of Ferguson Enterprises Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on August 1, 2024).
3.2Amended and Restated Bylaws of Ferguson Enterprises Inc. (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on August 1, 2024).
4.1Description of Capital Stock (incorporated by reference to Exhibit 99.3 of the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on August 1, 2024).
10.1Amendment and Restatement Agreement, dated October 7, 2022, by and among Ferguson (Jersey) Limited (f/k/a Ferguson plc), Ferguson UK Holdings Limited, each of the lenders party thereto, and ING Bank N.V., London Branch, as agent of the lenders (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on October 13, 2022).
10.2*Accession Letter, dated August 1, 2024, by and among Ferguson Enterprises Inc., Ferguson (Jersey) Limited, and ING Bank N.V., London Branch, as agent.
10.3Credit Agreement, dated October 7, 2022, by and among Ferguson (Jersey) Limited (f/k/a Ferguson plc), as parent guarantor, Ferguson UK Holdings Limited, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on October 13, 2022).
10.4*First Amendment to Credit Agreement, dated June 7, 2024, by and among Ferguson (Jersey) Limited (f/k/a Ferguson plc), as parent guarantor, Ferguson UK Holdings Limited, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent.
10.5*Joinder and Assumption Agreement, dated August 1, 2024, by and among Ferguson Enterprises Inc. and PNC Bank, National Association, as administrative agent, and acknowledged and agreed to by Ferguson UK Holdings Limited and Ferguson (Jersey) Limited.
10.6Receivables Purchase Agreement, dated as of July 31, 2013, among, Ferguson Receivables, LLC as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) as servicer, the originators, the lenders as conduit purchasers and committed purchasers, letters of credit banks, and facility agents party each thereto, Royal Bank of Canada, as administrative agent, SunTrust Bank, as co-administrative agent, and Wolseley plc, as parent (as further amended, supplemented and restated, the “Receivables Purchase Agreement”) (incorporated by reference to Exhibit 4.3 of the 20FR12B (File No. 001-39301) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on February 12, 2021).
10.7Purchase and Contribution Agreement, dated as of July 31, 2013, among Ferguson Receivables, LLC as purchaser, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, and its various subsidiaries party thereto as originators (as further amended, supplemented or restated, the “Purchase and Contribution Agreement”) (incorporated by reference to Exhibit 4.4 of the 20FR12B (File No. 001-39301) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on February 12, 2021).
10.8First Amendment to Receivables Purchase Agreement, dated as of December 6, 2013, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, Inc., as servicer, the originators, the facility agents party each thereto, Royal Bank of Canada, as administrative agent, SunTrust Bank, as co-administrative agent, and Wolseley plc, as parent, amending the Receivables Purchase Agreement (incorporated by reference to Exhibit 10.6 of the Registrant’s Annual Report on Form 10-K (File No. 001-40066), filed with the SEC on September 27, 2022).
10.9Omnibus Amendment to Receivables Purchase Agreement and Purchase and Contribution Agreement, dated as of September 23, 2014, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the lenders as conduit purchasers and committed purchasers, letters of credit banks and facility agents party each thereto, Royal Bank of Canada, as administrative agent, SunTrust Bank, as co-administrative agent, and Wolseley plc, as parent, amending the Receivables Purchase Agreement and the Purchase and Contribution Agreement (incorporated by reference to Exhibit 10.7 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 27, 2022).
10.10Third Amendment to Receivables Purchase Agreement, dated as of December 22, 2014, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the facility agents party each thereto, Royal Bank of Canada, as administrative agent, SunTrust Bank, as co-administrative agent, and Wolseley plc, as parent, amending the Receivables Purchase Agreement (incorporated by reference to Exhibit 10.8 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 27, 2022).
10.11Omnibus Amendment to Receivables Purchase Agreement and Purchase and Contribution Agreement, dated as of September 11, 2015, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the lenders as conduit purchasers and committed purchasers, letters of credit banks and facility agents party each thereto, Royal Bank of Canada, as administrative agent, SunTrust Bank, as co-administrative agent, and Wolseley plc, as parent, amending the Receivables Purchase Agreement and the Purchase and Contribution Agreement (incorporated by reference to Exhibit 10.9 of the Annual Report on Form 10-K (File No. 001-40066), filed with the SEC on September 27, 2022).
10.12Second Omnibus Amendment to Receivables Purchase Agreement and Purchase and Contribution Agreement, dated as of December 31, 2015, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the lenders as conduit purchasers and committed purchasers, letters of credit banks and facility agents party each thereto, Royal Bank of Canada, as administrative agent, SunTrust Bank, as co-administrative agent, and Wolseley plc, as parent, amending the Receivables Purchase Agreement and the Purchase and Contribution Agreement (incorporated by reference to Exhibit 10.10 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 27, 2022).
10.13Fifth Amendment to Receivables Purchase Agreement, dated as of December 16, 2016, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the facility agents party each thereto, Royal Bank of Canada, as administrative agent, SunTrust Bank, as co-administrative agent, and Wolseley plc, as parent, amending the Receivables Purchase Agreement (incorporated by reference to Exhibit 10.11 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 27, 2022).
10.14Sixth Amendment to Receivables Purchase Agreement, dated as of December 8, 2017, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the facility agents party each thereto, Royal Bank of Canada, as administrative agent, SunTrust Bank, as co-administrative agent, and Ferguson plc (f/k/a Wolseley plc), as parent, amending the Receivables Purchase Agreement (incorporated by reference to Exhibit 10.12 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 27, 2022).
10.15Seventh Amendment to Receivables Purchase Agreement, dated as of December 20, 2018, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the facility agents party each thereto, Royal Bank of Canada, as administrative agent, SunTrust Bank, as co-administrative agent, and Ferguson plc (f/k/a Wolseley plc), as parent, amending the Receivables Purchase Agreement (incorporated by reference to Exhibit 10.13 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 27, 2022).
10.16Eighth Amendment to Receivables Purchase Agreement and Consent to Assignment by Parent, dated as of May 10, 2019, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the facility agents party each thereto, Royal Bank of Canada, as administrative agent, SunTrust Bank, as co-administrative agent, and Ferguson Holdings Limited, as assignor parent, and Ferguson plc, as assignee parent, amending the Receivables Purchase Agreement (incorporated by reference to Exhibit 10.14 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 27, 2022).
10.17Ninth Amendment to Receivables Purchase Agreement, dated as of April 17, 2020, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the facility agents party each thereto, Royal Bank of Canada, as administrative agent, Truist Bank (f/k/a SunTrust Bank), as co-administrative agent, and Ferguson plc (f/k/a Wolseley plc), as parent, amending the Receivables Purchase Agreement (incorporated by reference to Exhibit 10.15 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 27, 2022).
10.18Tenth Amendment to Receivables Purchase Agreement, dated as of July 22, 2020, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the facility agents party each thereto, Royal Bank of Canada, as administrative agent, Truist Bank (f/k/a SunTrust Bank), as co-administrative agent, and Ferguson plc (f/k/a Wolseley plc), as parent, amending the Receivables Purchase Agreement (incorporated by reference to Exhibit 10.16 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 27, 2022).
10.19Omnibus Amendment and Consent, dated as of May 19, 2021, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the lenders as conduit purchasers and committed purchasers, letters of credit banks and facility agents party each thereto, Royal Bank of Canada, as administrative agent, Truist Bank (f/k/a SunTrust Bank), as co-administrative agent, and Ferguson plc (f/k/a Wolseley plc), as parent, amending the Receivables Purchase Agreement and the Purchase and Contribution Agreement (incorporated by reference to Exhibit 10.17 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 27, 2022).
10.20Omnibus Amendment to Receivables Purchase Agreement and Purchase and Contribution Agreement, dated as of December 8, 2021, among Ferguson Receivables, LLC as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) as servicer, the originators, the lenders as conduit purchasers and committed purchasers, letters of credit banks and facility agents party each thereto, Royal Bank of Canada, as administrative agent, and Ferguson plc (f/k/a Wolseley plc), as parent, amending the Receivables Purchase Agreement and the Purchase and Contribution Agreement (incorporated by reference to Exhibit 10.18 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 27, 2022).
10.21Thirteenth Amendment to Receivables Purchase Agreement, dated October 7, 2022, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the lenders as conduit purchasers and committed purchasers, letters of credit banks and facility agents party each thereto, Royal Bank of Canada, as administrative agent, and Ferguson plc (f/k/a Wolseley plc), as parent, amending the Receivables Purchase Agreement (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on October 13, 2022).
10.22Omnibus Amendment to Receivables Purchase Agreement and Purchase and Contribution Agreement, dated December 29, 2022, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer the originators, the lenders as conduit purchasers and committed purchasers, letters of credit banks and facility agents party each thereto, Royal Bank of Canada, as administrative agent, and Ferguson plc (f/k/a Wolseley plc), as parent, amending the Receivables Purchase Agreement and the Purchase and Contribution Agreement (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on March 8, 2023).
10.23Omnibus Amendment to Receivables Purchase Agreement and Purchase and Contribution Agreement, dated February 10, 2023, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.), as servicer, the originators, the lenders as conduit purchasers and committed purchasers, letters of credit banks and facility agents party each thereto, Royal Bank of Canada, as administrative agent, and Ferguson plc (f/k/a Wolseley plc), as parent, amending the Receivables Purchase Agreement and the Purchase and Contribution Agreement (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on March 8, 2023).
10.24Omnibus Amendment and Consent (Ferguson Receivables, LLC), dated as of June 23, 2023, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC, as servicer, the originators, the conduit purchasers, committed purchasers, letters of credit banks, and facility agents party each thereto, Royal Bank of Canada, as administrative agent, and Ferguson plc (f/k/a Wolseley plc), as parent, amending the Receivables Purchase Agreement and the Purchase and Contribution Agreement (incorporated by reference to Exhibit 10.21 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.25*Assignment and Assumption Agreement, dated August 1, 2024, by and between Ferguson (Jersey) Limited and Ferguson Enterprises Inc.
10.26+Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) Executive Retirement Plan I (incorporated by reference to Exhibit 10.22 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.27+Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) Executive Retirement Plan II (incorporated by reference to Exhibit 10.23 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.28+Amendment No. One to Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) Executive Retirement Plan II (incorporated by reference to Exhibit 10.24 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.29+Amendment No. Two to Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) Executive Retirement Plan II (incorporated by reference to Exhibit 10.25 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.30+Amendment No. Three to Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) Executive Retirement Plan II (incorporated by reference to Exhibit 10.26 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.31+Amendment No. Four to Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) Executive Retirement Plan II (incorporated by reference to Exhibit 10.27 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.32+Amendment No. Five to Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) Executive Retirement Plan II (incorporated by reference to Exhibit 10.28 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.33+Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) Executive Retirement Plan III (incorporated by reference to Exhibit 10.29 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.34+Amendment to the Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) Executive Retirement Plan III, effective as of January 1, 2017 (incorporated by reference to Exhibit 10.30 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.35+Amendment to the Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) Executive Retirement Plan III, effective as of January 1, 2019 (incorporated by reference to Exhibit 10.31 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.36+Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on August 1, 2024).
10.37+Ferguson Enterprises Inc. Employee Share Purchase Plan 2021 (incorporated by reference to Exhibit 10.2 the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on August 1, 2024).
10.38+Ferguson Enterprises Inc. International Sharesave Plan 2019 (incorporated by reference to Exhibit 10.32 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.39+Ferguson Enterprises Inc. Long Term Incentive Plan 2019 (incorporated by reference to Exhibit 10.33 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.40+Ferguson Enterprises Inc. Ordinary Share Plan 2019 (incorporated by reference to Exhibit 10.34 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.41+Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019 (incorporated by reference to Exhibit 10.35 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.42+Omnibus Amendment to The Ferguson Group International Sharesave Plan 2019, The Ferguson Group Long Term Incentive Plan 2019, The Ferguson Group Ordinary Share Plan 2019 and The Ferguson Group Performance Ordinary Share Plan 2019 (incorporated by reference to Exhibit 10.3 the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on August 1, 2024).
10.43+Amended & Restated Employment Agreement, dated as of September 1, 2022, by and between Ferguson Enterprises, LLC, on behalf of itself and Ferguson (Jersey) Limited (f/k/a Ferguson plc), and Kevin Murphy, as amended August 30, 2023 (incorporated by reference to Exhibit 10.39 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.44+Amended & Restated Employment Agreement, dated as of September 1, 2022, by and between Ferguson Enterprises, LLC, on behalf of itself and Ferguson (Jersey) Limited (f/k/a Ferguson plc) and William Brundage, as amended August 30, 2023 (incorporated by reference to Exhibit 10.40 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.45+*Form of Amendment to Executive Director Employment Agreement.
10.46+Amended & Restated Employment Agreement, dated as of August 1, 2022, by and between Ferguson Enterprises, LLC, on behalf of itself and Ferguson (Jersey) Limited (f/k/a Ferguson plc), and Ian Graham, as amended August 30, 2023 (incorporated by reference to Exhibit 10.41 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.47+Amended & Restated Employment Agreement, dated as of August 29, 2022, by and between Ferguson Enterprises, LLC, on behalf of itself and Ferguson (Jersey) Limited (f/k/a Ferguson plc), and Samantha Long, as amended August 30, 2023 (incorporated by reference to Exhibit 10.42 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.48+Amended & Restated Employment Agreement, dated as of June 1, 2022, by and between Ferguson Enterprises, LLC, on behalf of itself and Ferguson (Jersey) Limited (f/k/a Ferguson plc), and William Thees, as amended August 30, 2023 (incorporated by reference to Exhibit 10.43 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.49+*Form of Amendment to Executive Officer Employment Agreement.
10.50+*Form of Legacy Non-Employee Director Appointment Letter.
10.51+*Form of Non-Employee Director Appointment Letter.
10.52+*Form of Non-Employee Director Restricted Stock Unit Award Agreement Pursuant to the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan.
10.53+*Form of Restricted Stock Unit Award Agreement Pursuant to the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan.
10.54+*Form of Performance Award Unit Agreement Pursuant to the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan.
10.55+*Form of Stock Option Agreement Pursuant to the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan.
10.56+*Form of Non-Employee Director Restricted Stock Unit Award Agreement Pursuant to the Ferguson plc 2023 Omnibus Equity Incentive Plan.
10.57+Form of Restricted Stock Unit Award Agreement Pursuant to the Ferguson plc 2023 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on November 29, 2023).
10.58+Form of Performance Award Unit Agreement Pursuant to the Ferguson plc 2023 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on November 29, 2023).
10.59+Change in Control Policy (incorporated by reference to Exhibit 10.5 the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on August 1, 2024).
10.60+Retirement Policy for Ferguson Group Share Plans (incorporated by reference to Exhibit 10.46 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.61+Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) Executive Life Insurance Plan II (incorporated by reference to Exhibit 10.47 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.62+Amendment No. 1 to Ferguson Enterprises, LLC (f/k/a Ferguson Enterprises, Inc.) Executive Life Insurance Plan II (incorporated by reference to Exhibit 10.48 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.63+Amendment No. 2 to Ferguson Enterprises, LLC Executive Life Insurance Plan II (incorporated by reference to Exhibit 10.49 of the Annual Report on Form 10-K (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on September 26, 2023).
10.64+Amendment No. 3 to the Ferguson Enterprises, LLC Executive Life Insurance Plan II (incorporated by reference to Exhibit 10.7 of the Quarterly Report on Form 10-Q (File No. 001-40066) filed by Ferguson (Jersey) Limited (f/k/a Ferguson plc) with the SEC on December 6, 2023).
10.65+Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.55 of the Registration Statement on Form S-4 filed by Ferguson Enterprises Inc. with the SEC on April 18, 2024).
19*Insider Trading Policy.
21.1*List of Significant Subsidiaries.
23.1*Consent of Deloitte & Touche LLP.
23.2*Consent of Deloitte & Touche LLP.
23.3*Consent of Deloitte LLP.
24.1*Power of Attorney (included on signature page).
31.1*Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
97*Executive Compensation Clawback Policy.
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101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
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104*Cover Page Interactive Data File (embedded within the Inline XBRL document)
  • Filed herewith

** Furnished herewith

† Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

+ Indicates a management contract or compensatory plan or arrangement

The Registrant agrees to furnish to the SEC, upon request, copies of any instruments that define the rights of holders of long-term debt of the Registrant that are not filed as exhibits to this Annual Report.

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