Ferguson Enterprises (FERG) 10-K risk factor changes: FY2025 vs FY2024

Additional risks and uncertainties of which we are not aware or that we currently believe are immaterial may also adversely affect the [removed: business, financial condition and results of operations of the] Company.

Weakness in the economy, market trends, uncertainty and other conditions in the markets in which we operate, particularly in the U.S., [added: have in the past and] may [added: in the future] adversely affect the profitability and financial stability of [added: some of] our [removed: customers,] [added: customers] and [removed: could] [added: vendors, and, in turn,] negatively impact our [removed: sales growth] [added: business, financial condition] and results of operations.

Our financial performance depends significantly on industry trends and general economic conditions, including the state of the residential and non-residential markets, as well as changes in gross domestic product in the geographic markets in which we operate, particularly in the U.S. where we generated 95% of our net sales in fiscal [removed: 2024.][added: 2025.]

In particular, our customers may be affected by the shortage of skilled trade professionals in the U.S. If the shortage continues, it could lead to [removed: existing] customers delaying [removed: the placement of] or failing to place [removed: additional] orders due to a lack of sufficient skilled trade professionals needed to take on additional projects.

[removed: Other] [added: Accordingly, a number of] factors beyond our control, including but not limited to inflation, deflation, [removed: slow or stagnant economic growth] [added: stagflation] or recession, [added: trade restrictions such as tariffs, sanctions and retaliatory countermeasures, the political climate,] government spending, unemployment, interest rate and mortgage rate fluctuations, mortgage delinquency and foreclosure rates, [removed: inventory loss due to theft,] foreign currency fluctuations, labor [added: shortages, including as a result of changes in immigration policy, labor] and healthcare costs, the availability of financing, disruption in the financial and credit markets, including as a result of instability in the banking sector and the failure of financial institutions, changes in tax [removed: laws affecting the real estate industry,] [added: laws,] product availability constraints as a result of [added: the] ineffectiveness of or disruption to our domestic or international supply chain or fulfillment networks, [removed: weather,] cybersecurity incidents or network security breaches, [added: adverse weather events or] natural disasters, acts of terrorism, acts of war, consumer activism, pandemics or epidemics, [removed: international trade tensions,] civil unrest and geopolitical conditions, could have a material adverse effect on our business, financial condition and results of operations.

Any of these events could impair the ability of our customers to make full and timely payments for, or reduce the volume of, products [removed: these] [added: our] customers purchase from us and could cause increased pressure on our selling [removed: prices and terms of sale.][added: prices.]

In addition, we have closed and may in the future [removed: have] [added: choose] to close underperforming branches and/or showrooms from time to time as warranted by general economic conditions and/or weakness in the end markets in which we operate.

We [removed: could] [added: have in the past and may in the future] be adversely impacted by declines in the residential and non-residential markets.

In fiscal [removed: 2024,] [added: 2025,] residential markets and non-residential markets each accounted for approximately half of our net sales, with net sales within these combined markets balanced between RMI (approximately two-thirds of our net sales) and new construction (approximately one-third of our net sales).

[removed: Should the Federal Reserve defer] [added: Rate increases or] the [removed: timing and/or magnitude] [added: lack] of [removed: interest] [added: anticipated] rate [removed: reductions, it] [added: decreases] could result in weak or no growth in our end markets.

For example, the arrival of [removed: new] [added: new,] or [added: the] expansion of [removed: existing] [added: existing,] competitors with [added: new technologies or] lower-cost non-value added [removed: transactional] business models [removed: or new technologies] may aggregate demand away from incumbents.

Additionally, we have experienced [added: and may continue to experience] competitive pressure from certain of our suppliers [removed: who are now] [added: vertically integrating and] selling their products directly to customers.

In response to these competitive pressures, among other initiatives, we are [removed: applying] [added: leveraging] technology [removed: as an important medium for delivering better] [added: to enhance] customer [removed: service alongside the supply of our products,] [added: service, streamline product delivery] and [removed: to create dedicated] [added: develop] tools to save customers time and money.

Fluctuating product prices [added: have in the past and] may [added: in the future] adversely affect our business, financial condition and results of operations.

Some of our products [added: are, or] contain significant amounts [removed: of] [added: of,] commodity-priced materials, predominantly plastic, copper and steel, and other components that are subject to price changes based upon fluctuations in the commodities market, which can arise from changes in domestic and international supply and demand, general inflationary and deflationary pressures, labor costs, competition, [removed: tariffs and] trade [removed: restrictions] [added: restrictions, such as tariffs, sanctions] and [added: retaliatory countermeasures and] geopolitical conflict, among other factors.

In addition, shipping capacity constraints and related fluctuations in shipping rates and space availability further impact [removed: the] product cost.

Similarly, downward pressure on product prices due to deflation [removed: could] [added: have in the past and may in the future] cause profit margins to decline, particularly in the case of sustained price deflation coupled with increasing costs of operations.

The U.K. defined benefit pension plan (the “U.K. Plan”), our largest defined benefit plan, is closed to future service [removed: costs and has a buy-in insurance policy which covers a large proportion of the existing participants.][added: costs.]

In [removed: addition,] [added: spite of the efforts taken to match our plan liabilities with a portfolio of assets designed to hedge the underlying interest, inflation and longevity risk, certain] actions by [added: pensions regulators or] the trustees of our pension [removed: plans or] [added: plans,] any material revisions to [removed: the] existing pension legislation [added: or any failure by the insurer to fulfill its obligations] could result in us being required to incur significant additional costs immediately or in short time frames.

Potential regional or global barriers to trade or a global trade war could increase the cost of our products, which could [removed: adversely] [added: have a material adverse] impact [added: on] the competitiveness of our products and our [added: business,] financial [removed: results.][added: condition and results of operations.]

We had total debt of [removed: $3.9] [added: $4.2] billion as of July 31, [removed: 2024.][added: 2025.]

We may incur substantial additional indebtedness in the future, in particular in connection with future [removed: acquisitions] [added: acquisitions,] which remain a core part of our strategy, some of which may be secured by some or all of our assets.

We are exposed to foreign currency exchange rate risk with respect to the USD relative to the local currencies of our international subsidiaries, predominantly CAD, arising from transactions in the [removed: normal] [added: ordinary] course of business (such as sales and loans to wholly owned subsidiaries, sales to third-party customers, and purchases from suppliers).

If our cash flow underperforms market expectations, then our [removed: capacity] [added: ability] to pay a dividend or effect other returns of capital (including, without limitation, share repurchases) may be negatively impacted.

Any decision to declare and pay dividends or to effect other returns of capital will be made at the discretion of the Board [added: of Directors of the Company (the “Board”)] and will depend on, among other things, Delaware corporate law, restrictions, if any, on the payment of dividends and/or capital returns in our financing arrangements, our financial position, retained earnings/net income, working capital requirements, interest expense, general economic conditions and other factors that the Board deems appropriate from time to time.

As of July 31, [removed: 2024,] [added: 2025,] Ferguson had completed approximately [removed: $3.1] [added: $4.0] billion of its previously announced [removed: $4.0] [added: $5.0] billion share repurchase program with approximately [removed: $0.9] [added: $1] billion remaining under its share repurchase program.

If our domestic or international supply chain or our fulfillment network for our products is ineffective or disrupted for any reason, [removed: or if these operations are subject to trade policy changes,] [added: including the loss of key suppliers,] our business, financial condition and results of operations could be [added: materially] adversely affected.

We source, distribute and sell products from domestic and international [removed: suppliers, and their ability to reliably and efficiently fulfill our orders is critical to our business success.][added: suppliers.]

As of July 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 36,000] [added: 37,000] suppliers located in various countries around the world.

[removed: Our business could be negatively impacted by a] [added: Any of the following, or additional other factors beyond our control, may cause] serious disruption in the movement of products through our supply [removed: chain] [added: chain, leading to a substantial decrease in the availability of products] or [removed: by] an increase in the cost of such [removed: products, including due to any of the following or other factors beyond our control:] [added: products:] financial instability among key suppliers; global or regional political unrest, disputes or war, or labor unrest, in source countries or elsewhere in our supply chain; changes in the total costs in our supply chain (including, but not limited to, changes in fuel and labor costs and currency exchange rates); port or rail labor disputes and security; the outbreak or resurgence of pandemics or epidemics; [removed: weather-] [added: adverse weather events] or [removed: climate-related events;] natural disasters; [added: foreign competition;] work stoppages or strikes; shipping capacity constraints or embargoes; changes in trade policy and any trade restrictions; tariffs or duties; fluctuations in currency exchange rates; or transport availability, capacity and costs.

[removed: Additionally,] [added: Further,] as we add fulfillment capabilities or pursue strategies with different fulfillment requirements, our fulfillment network becomes increasingly complex and operating it becomes more challenging.

If our fulfillment network does not operate properly or if a supplier fails to deliver on its commitments, we could experience delays in inventory availability at our distribution facilities and branches, increased delivery costs or lack of availability, any of which could lead to lower net sales and decreased customer confidence, and [added: materially] adversely affect our [added: business, financial condition or] results of operations.

Inventory levels in excess of customer demand due to the difficulty of calibrating demand for such products, the concentration of demand for a limited number of products, difficulties in product [removed: sourcing,] [added: sourcing] or rapid changes in demand may result in [added: extended cash conversion cycles,] inventory [removed: write-downs,] [added: write-downs] and the sale of excess inventory at discounted [removed: prices] [added: prices, any of which] could have [removed: an] [added: a material] adverse effect on our [removed: operating results,] [added: business,] financial [removed: condition] [added: condition, results of operations] and cash flows.

We [removed: may] face significant competition in the market for these resources and may not be successful in our hiring efforts.

Acquisitions, partnerships, joint [removed: ventures, dispositions] [added: ventures] and other business combinations or strategic transactions involve a number of risks, any of which could result in the benefits anticipated not being realized and could have an adverse effect on our business, financial condition and results of operations.

During fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] we completed a total of [added: 9,] 10, [removed: 8,] and [removed: 17] [added: 8] acquisitions, respectively.

We may not realize any anticipated benefits from such transactions or partnerships, [removed: or any future ones,] and we [added: have in the past and] may [added: in the future] be exposed to additional liabilities and risks from any acquired business or joint venture (including but not limited to risks associated with cybersecurity incidents, unknown claims and disputes by third parties against the companies we acquire, and business disruption related to inability to retain associates of the acquired entity).

Our due diligence investigations may fail to identify all of the problems, liabilities or other challenges associated with an acquired [removed: business] [added: business,] which could result in an increased risk of unanticipated or unknown issues or liabilities, including with respect to environmental, competition and other regulatory matters, and our mitigation strategies for such risks that are identified may not be effective.

Our ability to deliver the expected benefits from any strategic transactions that we do complete is subject to numerous uncertainties and risks, including our acquisition assumptions; our ability to integrate personnel, labor models, financials, customer relationships, supply chain and logistics, [removed: IT] [added: information technology] and other systems successfully; business culture incompatibility; disruption of our ongoing business and distraction of management; hiring additional management and other critical personnel; product quality compliance of new suppliers; and increasing the scope, geographic diversity and complexity of our operations.

Moreover, any failure to integrate, or delay in integrating, [removed: IT] [added: information technology] systems of acquired businesses could create an increased risk of cybersecurity incidents.

Furthermore, any of these conditions could affect key suppliers, which could impair their ability to deliver products and result in delays for our customers or added costs.

Accordingly, any prolonged uncertainty about current or future micro- or macro-economic conditions and potential volatility in our relevant end markets has in the past and may in the future negatively impact our business, financial condition and results of operations.

It is uncertain if the Federal Reserve will raise or lower interest rates and, if so, to what level and for how long.

Further, it is possible that mortgage rates could remain elevated despite any action taken by the Federal Reserve.

For example, rapid changes in demand may heighten the risks described in the risk factor titled “We may not rapidly identify or effectively respond to direct and/or end customers’ wants, expectations or trends, which could adversely affect our relationship with customers, our reputation, the demand for our products and our market share.”

The markets in which we operate are fragmented and highly competitive.

We operate a variety of pension plans, including defined benefit plans in Canada and the U.K. The amount we are required to contribute to these plans is determined by the laws and regulations governing each plan and is generally related to the funded status of the plans.

A deterioration in the value of the plans’ investments or a decrease in the discount rate used to calculate plan liabilities generally would negatively impact the funding status of the plans, which may result in an increase in our obligation to make contributions to the plans.

The trustee of the U.K. Plan has purchased a bulk annuity insurance policy that provides an income stream equivalent to the obligations to pensioners covered by the arrangement.

As a result, the Company is no longer expected to make ongoing deficit reduction contributions to the U.K. Plan, but will make ongoing contributions to cover the plan’s expenses and other payments that may be required.

Such costs could reduce the cash available for working capital and other corporate uses, and may have an adverse impact on the Company’s financial condition.

Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs, sanctions or taxes on imports from countries where we import products or raw materials (either directly or through our suppliers), could have a material adverse impact on our competitive position, business, financial condition and results of operations.

Recently, the U.S. has announced tariffs and reciprocal tariffs on a wide range of products manufactured or produced worldwide.

Several countries have similarly announced reciprocal or other tariffs impacting products manufactured or produced in the U.S. The U.S. has and may in the future pause, reimpose or increase tariffs, and countries subject to such tariffs have and in the future may impose reciprocal tariffs or other retaliatory countermeasures in response to the imposition of tariffs by the U.S. If these tariffs are fully implemented and we are unable to pass on the costs of these tariffs to our customers, our gross profits will be reduced.

In addition, if our customers’ costs are increased, we could suffer from decreased demand as our customers may choose to delay or cancel projects and other purchases that include the products that we sell to them.

Conversely, if tariffs, duties or quotas are lifted or if the level of imported products otherwise increases, we could be adversely affected to the extent that we would then have higher-cost products in our inventory or experience lower prices and margins due to increased supplies of these products that could drive down prices and margins.

If prices of these products were to decrease significantly, we might not be able to profitably sell these products, and the value of our inventory would decline.

In addition, significant price decreases could result in a significantly longer holding period for some of our inventory.

Trade restrictions could be adopted with little to no advanced notice, and we may not be able to effectively mitigate the adverse impacts from such measures.

Our ability to offer a wide variety of products to our customers is dependent upon our ability to obtain adequate product supply from our suppliers.

The loss of, or an ongoing substantial decrease in the availability of, products from our suppliers, or the loss of key supplier arrangements, could materially adversely impact our financial condition, operating results, and cash flows.

These risks may be amplified if we are unable to maintain a diverse supply chain.

Additionally, the loss of key supplier arrangements could have a material adverse impact on us.

Although in many instances we have agreements with our suppliers, these agreements are generally terminable by either party on limited notice.

Failure by our suppliers to continue to supply us with products on commercially reasonable terms, or at all, could put pressure on operating margins, result in reduced customer purchases or lead to termination of certain customer relationships, any of which could have a material adverse effect on our business, financial condition and results of operations.

These risks may be amplified in cases where we are unable to identify and secure alternative sources of supply.

For example, the rapid evolution of AI and machine learning technologies and the implementation of pilot programs integrating generative AI into both our internal and external-facing systems may intensify our cybersecurity, privacy and data security risks, such as the risk of increased vulnerability to cybersecurity threats and exposure or theft of proprietary, confidential, personal or otherwise sensitive information (which could result in such information being made available to our competitors and other members of the public), the generation of factually incorrect or biased outputs and reliance on outdated or unverified data.

As a result, we or our service providers have experienced and are likely to experience in the future errors, interruptions, delays or cessations of service impacting the integrity or availability of our information technology infrastructure.

While such incidents have not been material to date, any future incident could significantly disrupt our operations and key business processes, result in the impairment or loss of critical data, be costly and resource-intensive to remedy, harm our reputation and relationship with customers, suppliers and other stakeholders, any of which could have a material adverse effect on our business, financial condition and results of operations.

In addition, our information technology systems, infrastructure and personnel require substantial investments, such as replacing existing systems, some of which are older, legacy systems that are less flexible and efficient, with successor systems; maintaining or enhancing legacy systems that are not currently being replaced; or designing or cost-effectively acquiring and implementing new systems with new functionality.

These efforts can result in significant potential risks, including failure of the systems to operate as designed, potential loss or corruption of data, cost overruns, or implementation delays or errors, and may result in operational challenges, security control failures, reputational harm, and increased costs that could have a material adverse effect on our business, financial condition and results of operations.

In some cases, we have determined to pass along a portion of such fees to customers.

In certain cases, disputes over such fees may result in a decision not to accept select forms of payment.

Such actions could cause us to lose customers or negatively impact our brand or reputation.

In addition, if we are unable to enforce certain non-compete covenants and confidentiality provisions when key associates leave for a competitor, we may lose a competitive advantage arising from confidential and proprietary company information known to such former associates.

Additionally, we operate a large fleet of trucks and other vehicles and therefore face the risk of traffic accidents and other fleet incidents involving the motoring public.

The outcome of any personal injury, wrongful death or other litigation is difficult to assess or quantify and the cost to defend litigation could be significant.

For example, since taking office, the current administration has sought to adopt new regulations and policies and to suspend, revise or rescind prior policies that are identified as conflicting with the administration’s position, which has resulted in increased regulatory uncertainty.

We serve several end markets in which the demand for our products is sensitive to the construction activity, capital spending and demand for products of our customers.

Many of these customers operate in markets that are subject to fluctuations resulting from market uncertainty, costs of goods sold, rising interest rates, foreign currency exchange rates, labor shortages, including a shortage of skilled trade professionals, work stoppages and strikes, foreign competition, offshoring of production, oil, natural gas and other commodity prices, energy costs, geopolitical developments and conflicts and any related international response thereto, wage inflation and a variety of other factors beyond our control.

Any of these factors could cause customers to idle or close facilities, delay purchases, reduce production levels or experience reductions in the demand for their own products or services.

Adverse conditions in, or uncertainty about, the markets in which we operate, the global or regional economy or political climate could also adversely impact our customers and their confidence or financial condition, causing them to decide not to purchase our products or alter the timing of purchasing decisions or construction projects, and could also impact their ability to pay for products purchased from us.

Accordingly, a significant or prolonged slowdown in activity in our relevant end markets could negatively impact net sales growth and results of operations.

While in the U.S. the pricing environment has declined, uncertainty remains as to the timing of the Federal Reserve reducing interest rates.

We operate a variety of pension plans, including funded and underfunded defined benefit schemes in Canada and the U.K. Our pension trustees and plan sponsors aim to match the liabilities with a portfolio of assets, comprising equity and debt securities alongside diversified growth assets and further investments designed to hedge the underlying interest and inflation risk in the associated liabilities.

The market value of these assets can rise and fall over time, which impacts the funding position of the plan.

As required by U.K. pensions regulation, the U.K. Plan completed its triennial actuarial valuation exercise in fiscal 2023, which is measured on a technical provisions basis, based on the U.K. Plan’s financial position as of April 30, 2022.

The triennial valuation resulted in a need for deficit reduction contributions of £133 million spread over the period to January 31, 2026, of which we have paid £50 million as of July 31, 2024.

New funding requirements will apply to the next triennial valuation of the U.K. Plan (as of April 30, 2025), requiring the plan to target a funding level where dependency on the employer is low.

Any additional funding requirements, which could be affected by factors such as a deterioration in economic conditions or changes in actuarial assumptions, could have an adverse effect on our financial condition.

Furthermore, the U.K. pensions regulator could take action (for example civil, criminal, monetary and non-monetary penalties) in situations where the “employer covenant” of a defined benefit plan—the willingness and ability of the sponsor to fund the plan—has been detrimentally affected in a material way or where corporate activity, such as certain corporate activities taken in connection with the Merger, poses a materially detrimental risk to accrued plan benefits.

The consequences of successful civil and criminal actions include fines, and (in the case of civil actions) requirements to provide further funding for the plan, for both the sponsor and its connected group companies.

Such costs, in turn, could have an adverse effect on our financial condition.

Trade tensions between the U.S. and China have escalated over the past several years which resulted in elevated tariffs.

The current U.S. presidential administration has not taken action to roll these back.

Following the Office of United States Trade Representative’s (the “USTR”) quadrennial review of the tariffs imposed on China-origin goods pursuant to Section 301 of the Trade Act of 1974 (the “U.S. Trade Act”), in May 2024, the USTR recommended that tariffs on products from China would continue at current rates or have their rates raised.

Rates on certain steel and aluminum products under Section 301 will increase from 0-7.5% to 25% in 2024.

This process and the change in the U.S. presidential administration resulting from the 2024 election may or may not change these tariff actions and it remains unclear what additional, new, or different actions, if any, will be taken by the U.S., China, or other governments with respect to international trade agreements, the imposition of tariffs on goods imported into the U.S., the erection of barriers to trade, tax policy related to international commerce, or other trade matters.

The potential removal of some of the tariffs and trade actions and the respective deflationary impact could have an effect on our business, financial condition and results of operations.

At this point in time, it remains to be seen what effects, if any, the current administration will have on a long-term comprehensive agreement on tariffs between the U.S. and China.

Our only significant foreign currency exchange exposure from a net sales perspective is CAD.

For example, the rapid evolution of AI and machine learning technologies and the implementation of pilot programs integrating generative AI into both our internal and external-facing systems may intensify our cybersecurity risks.

A cybersecurity incident could be caused by malicious third parties using sophisticated methods to circumvent firewalls, encryption and other security defenses.

Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they have been launched against a target.

Accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures.

As a result, we or our service providers could experience errors, interruptions, delays, or cessations of service in key portions of our information technology infrastructure, which could significantly disrupt our operations and be costly, time-consuming and resource-intensive to remedy.

As a result, we could forego net sales or profit margins if we are unable to operate.

Furthermore, if critical information systems fail or otherwise become unavailable, our ability to process orders, maintain proper levels of inventories, collect accounts receivable and disburse funds could be adversely affected.

Any such interruption of our information systems could also subject us to additional costs.

These laws and regulations may carry significant potential penalties for non-compliance.

For example, in the U.S. the CCPA, which came into effect in January 2020, has given California consumers more control over the personal information that businesses collect about them.

The law created new data privacy rights for California consumers and requires certain businesses who collect personal information from California consumers to comply with various data protection requirements.

Further, in November 2020, the California Privacy Rights Act (the “CPRA”) was voted into law by California residents.

The CPRA, which became enforceable in July 2023, significantly amends the CCPA and imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data.

It also creates a new California data protection agency specifically tasked to enforce the law, which could result in increased regulatory scrutiny of businesses conducting activities in California in the areas of data protection and security.

Businesses like ours that are subject to the CCPA who fail to comply with the CCPA may be subject to fines and penalties per incident of non-compliance and class action lawsuits in the event of a data breach of sensitive personal information.

Other U.S. states continue to enact or are proposing or have enacted similar laws related to the protection of consumer personal information.

However, such efforts may not be successful.

The discussion in this Annual Report generally focuses on fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023.][added: 2024.]

A discussion of our results of operations and changes in financial condition for fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] has been excluded from this report, but can be found in [Part II, Item 7.

Management’s Discussion and Analysis of Financial Conditions and Results of [removed: Operations](https://www.sec.gov/ix?doc=/Archives/edgar/data/1832433/000183243323000066/ferg-20230731.htm#id2aea8f533384e06af0e1b4d9ee00b61_49)] [added: Operations](https://www.sec.gov/ix?doc=/Archives/edgar/data/2011641/000201164124000005/ferg-20240731.htm)] of [removed: the Annual Report on Form 10-K filed by Ferguson plc with the SEC on September 26, 2023 for] [added: our] fiscal [removed: 2023.][added: 2024 Annual Report.]

Ferguson is a value-added distributor serving the [added: water and air] specialized professional in the residential and non-residential North American construction market.

| (In millions, except per share amounts) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |

| Net sales | | | [removed: $29,635] [added: $30,762] | | | | | | [removed: $29,734] [added: $29,635] | | | | | | | | |

| Operating profit | | | [removed: 2,652] [added: 2,606] | | | | | | [removed: 2,659] [added: 2,652] | | | | | | | | |

| Net income | | | [removed: 1,735] [added: 1,856] | | | | | | [removed: 1,889] [added: 1,735] | | | | | | | | |

| Earnings per share - diluted | | | [removed: 8.53] [added: 9.32] | | | | | | [removed: 9.12] [added: 8.53] | | | | | | | | |

| Net cash provided by operating activities | | | [removed: 1,873] [added: 1,908] | | | | | | [removed: 2,723] [added: 1,873] | | | | | | | | |

| Adjusted operating profit | | | [removed: 2,824] [added: 2,842] | | | | | | [removed: 2,917] [added: 2,824] | | | | | | | | |

| Adjusted earnings per share - diluted | | | [removed: 9.69] [added: 9.94] | | | | | | [removed: 9.84] [added: 9.69] | | | | | | | | |

See the section titled “[Non-GAAP Reconciliations and Supplementary [removed: Information](#i78a5de2cfa6741dbb2ec6d78f44d98ea_52).”][added: Information](#ic2d75a8c62de4cec8816166d20cc36f3_55).”]

For fiscal [removed: 2024,] [added: 2025,] operating profit decreased [removed: 0.3%] [added: 1.7%] (adjusted operating profit [removed: decreased 3.2%)] [added: increased 0.6%)] compared to fiscal [removed: 2023.][added: 2024.]

Adjusted diluted earnings per share [removed: decreased 1.5%,] [added: increased 2.6%,] primarily due [removed: to] the [removed: lower adjusted operating profit, partially offset by the] impact of the Company’s share [removed: repurchases.][added: repurchases, and to a lesser extent, higher adjusted operating profit.]

During fiscal [removed: 2024,] [added: 2025,] the Company invested [removed: $260] [added: $301] million in acquisitions and [removed: $372] [added: $305] million in capital expenditures to meet the Company’s strategic objectives.

| (In millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |

| Net sales | | | [removed: $29,635] [added: $30,762] | | | | | | [removed: $29,734] [added: $29,635] | | | | | | | | |

| Cost of sales | | | [removed: (20,582)] [added: (21,327)] | | | | | | [removed: (20,709)] [added: (20,582)] | | | | | | | | |

| Gross profit | | | [removed: 9,053] [added: 9,435] | | | | | | [removed: 9,025] [added: 9,053] | | | | | | | | |

| Selling, general and administrative expenses | | | [removed: (6,066)] [added: (6,376)] | | | | | | [removed: (5,920)] [added: (6,038)] | | | | | | | | |

| Depreciation and amortization | | | [removed: (335)] [added: (373)] | | | | | | [removed: (321)] [added: (335)] | | | | | | | | |

| Operating profit | | | [removed: 2,652] [added: 2,606] | | | | | | [removed: 2,659] [added: 2,652] | | | | | | | | |

| Interest expense, net | | | [removed: (179)] [added: (190)] | | | | | | [removed: (184)] [added: (179)] | | | | | | | | |

| Other expense, net | | | [removed: (9)] [added: (7)] | | | | | | [removed: (11)] [added: 9] | | | | | | | | |

| Income before income taxes | | | [removed: 2,464] [added: 2,423] | | | | | | 2,464 | | | | | | | | |

| Provision for income taxes | | | [removed: (729)] [added: (567)] | | | | | | [removed: (575)] [added: (729)] | | | | | | | | |

| Net income | | | [removed: $1,735] [added: $1,856] | | | | | | [removed: $1,889] [added: $1,735] | | | | | | | | |

SG&A expenses in fiscal [removed: 2024] [added: 2025] increased [removed: $146] [added: $338] million, or [removed: 2.5%,] [added: 5.6%,] compared with fiscal [removed: 2023.][added: 2024.]

SG&A as a percentage of sales was [removed: 20.5%] [added: 20.7%] and [removed: 19.9%] [added: 20.4%] in fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023,] [added: 2024,] respectively.

The increase in SG&A as a percent of sales primarily reflects [added: higher performance based incentive compensation and] the impact of [removed: wage and infrastructure] cost [removed: inflation, corporate restructuring costs] [added: inflation on labor, infrastructure] and [removed: the impact of acquisitions.][added: fleet.]

Net interest expense was [removed: $179] [added: $190] million in fiscal [removed: 2024] [added: 2025] compared with [removed: $184] [added: $179] million in fiscal [removed: 2023.][added: 2024.]

The [removed: decrease] [added: increase] in [removed: net] interest expense was [removed: primarily] due to [removed: lower] [added: higher] average borrowings in fiscal [removed: 2024.][added: 2025 compared with the prior year.]

Income tax expense was [removed: $729] [added: $567] million for fiscal [removed: 2024, an increase] [added: 2025, a decrease] of [removed: $154] [added: $162] million compared with fiscal [removed: 2023.][added: 2024.]

The Company’s effective tax rate was [removed: 29.6%] [added: 23.4%] for fiscal [removed: 2024] [added: 2025] compared with [removed: 23.3%] [added: 29.6%] for fiscal [removed: 2023.][added: 2024.]

The [removed: increase] [added: decrease] in income tax expense and the [removed: increase] [added: decrease] in the effective tax rate were primarily driven by [removed: one-time,] [added: non-recurring,] non-cash deferred tax charges of $137 million [added: incurred in the prior fiscal year] due to the elimination of certain pre-existing U.K. tax attributes of the Company [added: in connection with establishing a new corporate structure to domicile our ultimate parent company in the United States,] as [removed: part] [added: well as the release] of [added: uncertain tax positions following] the [removed: Merger.][added: lapse of statute of limitations in fiscal 2025.]

Net income for fiscal [removed: 2024] [added: 2025] was [removed: $1.7] [added: $1.9] billion, [removed: a decrease] [added: an increase] of [removed: $154] [added: $121] million, or [removed: 8.2%,] [added: 7.0%,] compared with fiscal [removed: 2023] [added: 2024] due to the elements described in the sections above.

Segment results of operations for fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023][added: 2024]

For further segment information, see Note 2, [removed: *Revenue] [added: *Segment] and [removed: segment] [added: net sales] information* of the Notes to the Consolidated Financial Statements.

| (In millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

Ferguson is headquartered in Newport News, Virginia.

For fiscal 2025, net sales increased by 3.8%, primarily due to higher sales volume and incremental sales from acquisitions, partially offset by the impact of one less sales day in fiscal 2025 than in fiscal 2024.

Pricing was slightly down year-over-year, primarily during the first half of fiscal 2025, due to deflation in certain commodity categories, which was partially offset by improvements in finished goods pricing.

This decrease was primarily due to $80 million in non-recurring restructuring expenses, along with the profit impact of one less sales day in fiscal 2025.

These decreases were partially offset by higher gross profit compared with fiscal 2024.

Adjusted operating profit increased due to higher gross profit compared with fiscal 2024.

For fiscal 2025, diluted earnings per share was $9.32 (adjusted diluted earnings per share: $9.94), increasing 9.3% compared with the prior year due to higher net income and the impact of share repurchases.

The higher year-over-year net income was primarily driven by non-recurring, non-cash deferred tax charges of $137 million incurred in fiscal 2024 in connection with establishing a new corporate structure to domicile our ultimate parent company in the United States.

| Restructuring and impairment expenses | | | (80) | | | | | | (28) | | | | | | | | |

Net sales were $30.8 billion in fiscal 2025, an increase of $1.1 billion, or 3.8%, compared with 2024.

The increase in net sales was primarily driven by higher sales volume and incremental sales from acquisitions of 1.0%, partially offset by the 0.4% impact of one less sales day in fiscal 2025.

Pricing was slightly down year-over-year, primarily during the first half of fiscal 2025, due to deflation in certain commodity categories, which was partially offset by improvements in finished goods pricing.

The Company’s increase in net sales was primarily driven by growth in non-residential markets, and to a lesser extent, in residential markets in its United States segment.

Gross profit was $9.4 billion in fiscal 2025, an increase of $382 million, or 4.2%, compared with fiscal 2024.

Gross profit as a percent of sales was 30.7% in fiscal 2025 compared with 30.5% in the prior year.

The increase reflected specific management actions to better capture the value provided to customers and the timing and extent of supplier price increases, partially offset by the impact of deflation in certain commodity categories, primarily during the first half of the year.

Restructuring expenses

*Corporate restructuring expenses*

Corporate restructuring expenses were $7 million and $28 million in fiscal 2025 and 2024, respectively.

During fiscal 2024, these expenses primarily related to establishing a new corporate structure to domicile our ultimate parent company in the United States.

During fiscal 2025, these expenses were primarily related to transition activities following the establishment of our ultimate parent company’s domicile in the United States.

*Business restructuring expenses*

During the second half of fiscal 2025, the Company implemented targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth.

As a result of these actions, the Company recorded non-recurring business restructuring expenses of $73 million.

No such amounts were recorded in fiscal 2024.

The Company’s measure of segment profit is adjusted operating profit.

The increase in net sales was primarily driven by higher sales volume, along with incremental sales from acquisitions of 1.0%.

These increases were partially offset by price deflation of approximately 1%, mainly within certain commodity categories in the first half of the fiscal year that was partially offset by improvements in finished goods pricing.

In addition, net sales growth was partially offset by the impact of one fewer sales day of 0.4% in the year-over-year comparison.

Net sales in the residential markets increased by 0.9%, with growth across both new construction and RMI.

This increase in net sales was primarily due to incremental sales from acquisitions of 4.7% and price inflation of approximately 2%, partially offset by the impacts of foreign currency exchange rates of 2.3%, one fewer sales day in the fiscal year of 0.5% and slightly lower sales volume.

| Corporate restructuring expenses(1) | | | 7 | | | | | | 28 | | | | | | | | |

| Business restructuring expenses(2) | | | 73 | | | | | | — | | | | | | | | |

(1)For fiscal 2025, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our ultimate parent company’s domicile in the United States.

(2)For fiscal 2025, business restructuring expenses related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth.

| Business restructurings(3) | | | 73 | | | | | | 0.37 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

(2)For fiscal 2025, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our ultimate parent company’s domicile in the United States.

(3)For fiscal 2025, business restructuring expenses related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth.

Net cash provided by operating activities increased by 1.9% to $1.9 billion in fiscal 2025.

This increase was primarily driven by the timing of vendor and tax payments compared with the prior year, partially offset by an increase in receivables in light of sales growth and an increase in inventory in connection with sales volume growth and consideration of customer demand, as well as lower net income (adjusted for non-cash items).

Ferguson is headquartered and managed in Newport News, Virginia with its operations and associates solely focused on North America.

For fiscal 2024, net sales decreased by 0.3%, primarily driven by price deflation of approximately 2%, mainly within certain commodity categories, and to a lesser extent, lower sales volume.

These decreases were partially offset by incremental sales from acquisitions and the benefit of one additional sales day in fiscal 2024 compared with fiscal 2023.

The year-over-year decline was primarily due to higher operating costs driven by inflation, partially offset by not having the software impairment and other charges recorded in fiscal 2023.

For fiscal 2024, diluted earnings per share was $8.53 (adjusted diluted earnings per share: $9.69), decreasing 6.5% compared with the prior year due to lower net income and the impact of one-time, non-cash deferred tax charges of $137 million in fiscal 2024 in connection with the Merger, partially offset by not having the software impairment and other charges recorded in fiscal 2023, as well as the impact of share repurchases.

Net cash provided by operating activities decreased to $1.9 billion for fiscal 2024 compared with $2.7 billion for fiscal 2023, primarily reflecting lower net income after adjusting for non-cash items, as well as higher working capital with inventory levels stabilizing in line with customer demand.

| Impairments and other charges | | | — | | | | | | (125) | | | | | | | | |

| Income from continuing operations | | | $1,735 | | | | | | $1,889 | | | | | | | | |

| Income from discontinued operations (net of tax) | | | — | | | | | | — | | | | | | | | |

Net sales were $29.6 billion in fiscal 2024, a decrease of $0.1 billion, or 0.3%, compared with the same period in 2023.

The decrease in net sales was primarily driven by price deflation of approximately 2%, mainly within certain commodity categories, and to a lesser extent, lower sales volume, as well as the impact of foreign currency exchange rates of 0.1%.

These decreases were partially offset by incremental sales from acquisitions of 1.8% and the benefit of an additional sales day of 0.4% in the year-over-year comparison.

The Company’s decrease in sales was primarily driven by lower year-over-year sales in the United States residential markets.

Gross profit was $9.1 billion in fiscal 2024 and approximately flat compared with fiscal 2023.

Gross profit as a percent of sales was 30.5% in fiscal 2024 compared with 30.4% in the prior year with the increase reflecting favorable product mix, partially offset by price deflation in net sales within certain commodity categories.

The Company’s measure of segment profit is adjusted operating profit which is defined as profit before tax, excluding central and other costs, restructuring costs, amortization of acquired intangible assets, net interest expenses, as well as other items typically recorded in net other (expense) income such as (loss)/gain on disposal of businesses, pension plan changes/closure costs and amounts recorded in connection with the Company’s interests in investees.

The decrease in net sales was primarily driven by price deflation of approximately 2%, mainly within certain commodity categories, and to a lesser extent, lower sales volume.

These decreases were partially offset by incremental sales from acquisitions of 1.7% and the benefit of one additional sales day of 0.4% in the year-over-year comparison.

Net sales in the residential markets decreased by 2.4%, driven by lower sales in new construction reflecting housing starts and permit activity that were below prior year levels, as well as lower sales in RMI.

This decrease in net sales was primarily due to lower sales volumes, as well as a 1.3% unfavorable impact from foreign currency exchange rates.

These impacts were partially offset by incremental sales from acquisitions of 2.7%, price inflation of approximately 1% and the benefit of one additional sales day of 0.5%.

| Income, discontinued operations (net of tax) | | | — | | | | | | — | | | | | | | | |

| Income from continuing operations | | | 1,735 | | | | | | 1,889 | | | | | | | | |

| Impairments and other charges(2) | | | — | | | | | | 125 | | | | | | | | |

(2)For fiscal 2023, impairments and other charges related to the $107 million in software impairment charges and $18 million in charges associated with the closure of certain smaller, underperforming branches in the United States.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Corporate restructurings(2) | | | 28 | | | | | | 0.14 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| Impairments and other charges(3) | | | — | | | | | | — | | | | | | 125 | | | | | | 0.60 | | | | | | | | | | | | | | |

(3)For fiscal 2023, impairments and other charges related to the $107 million in software impairment charges and $18 million in charges associated with the closure of certain smaller, underperforming branches in the United States.

This decrease was primarily driven by changes in inventory, along with the timing of receivables collections and lower net income in fiscal 2024 after adjusting for non-cash charges.

In fiscal 2024, inventory levels have stabilized in line with customer demand compared to fiscal 2023 where inventory was decreasing to normalized levels following periods of supply chain disruption.

These decreases in cash flow were partially offset by a net increase in payables, due to the timing of vendor payments.

Net cash used in investing activities was $0.6 billion in fiscal 2024 compared with $1.1 billion in fiscal 2023.

In fiscal 2023, the Company made $405 million in net repayments on the Receivables Facility and repaid $250 million due to the maturity of certain Private Placement Notes, partially offset by borrowings of $500 million in term loans.

In September 2022 and November 2023, the Company repaid $250 million and $55 million, respectively, due to the maturing of certain Private Placement Notes.

In November 2024, an additional $150 million of such notes will mature.

The Unsecured Senior Notes are fully and unconditionally guaranteed on a direct, unsubordinated and unsecured senior basis by the Company and generally carry the same terms and conditions with interest paid semi-annually.

The Unsecured Senior Notes may be redeemed, in whole or in part, (i) at 100% of the principal amount on the notes being redeemed plus a “make-whole” prepayment premium at any time prior to three months before the maturity date (the “Notes Par Call Date”) or (ii) after the Notes Par Call Date at 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest on the principal being redeemed.

The Company has well-defined risk management policies, which have been consistently applied during fiscal years [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

Our foreign currency related hedging arrangements outstanding at the end of fiscal [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were not material.

A hypothetical 10% change in the relative value of the U.S. dollar would not materially impact the Company’s net [removed: earnings] [added: income] for [removed: 2024.][added: fiscal 2025.]

If short-term interest rates varied by 10%, the impact on the Company’s variable-rate debt obligations would not have a material impact on the Company’s net [removed: earnings.][added: income.]

Ferguson is the largest value-added distributor serving the [added: water and air] specialized professional in our $340 billion residential and non-residential North American construction market.

We sell through a common network of distribution centers, branches, counter service and [removed: specialist] [added: expert] sales associates, showroom consultants and e-commerce channels.

As part of this transition and following a corporate restructuring, Ferguson [removed: plc] [added: Enterprises Inc.] became the ultimate [removed: holding] [added: parent] company for the business in [removed: 2019.][added: August 2024.]

The Company’s corporate headquarters and management office are located at 751 Lakefront Commons, Newport News, [removed: Virginia,] [added: Virginia] 23606 and its telephone number is +1 757-874-7795.

For further segment information, see Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2, [removed: *Revenue] [added: *Segment] and [removed: segment] [added: net sales] information* of the Notes to the [removed: Ferguson plc] Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data of this Annual Report (the “Consolidated Financial Statements”).

The United States segment contributed 95% of net sales in each of fiscal years [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

[removed: Its] [added: Our] products are delivered through a common network of distribution centers, branches, counter service and [removed: specialist] [added: expert] sales associates, showroom consultants and e-commerce channels.

As of July 31, [removed: 2024,] [added: 2025,] the [removed: United States] [added: Canada] business operated [removed: 1,549 branches and 10] [added: 227 branches, one] regional distribution [removed: centers serving all 50 states] [added: center and one MDC] with approximately [removed: 32,000] [added: 3,000] associates.

[removed: These locations provide] [added: Our network serves our customers in all 50 states with approximately 32,000 associates, providing] same-day and next-day product availability, which we believe to be a competitive advantage and an important requirement for customers.

[removed: In addition, our] [added: As of July 31, 2025, the] United States business [removed: operates three] [added: operated 1,519 branches, 10 regional distribution centers, as well as five] market distribution centers (“MDCs”) [removed: in Denver, Colorado, Houston, Texas and Phoenix, Arizona] for branch replenishment and final mile distribution to customers.

The Canada segment contributed 5% of net sales in each of fiscal years [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

The Canada segment also supplies [removed: specialist] [added: specialized] water and wastewater treatment products to residential, commercial and infrastructure contractors, and supplies PVF solutions to industrial customers.

As of July 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 36,000] [added: 37,000] suppliers, with no supplier accounting for more than 5% of total inventory purchases, which provides us access to a diverse and broad range of quality products.

[removed: We] [added: As of July 31, 2025, we] serve our customers through a network of 11 regional distribution centers, [removed: four] [added: six] MDCs, approximately 5,900 fleet vehicles, [removed: 1,773] [added: 1,746] branches and approximately 35,000 [removed: associates, in each case, as of July 31, 2024.][added: associates.]

Customers rely on us to help them deliver critical infrastructure spanning almost every stage of [removed: projects] [added: a project’s life cycle] within the residential and non-residential markets.

No single customer accounted for more than 1% of our net sales in fiscal [removed: 2024.][added: 2025.]

[removed: Over] [added: Approximately] 95% of the products sold in the United States are sourced from U.S.-based suppliers, while approximately 90% of the products sold in Canada are sourced from Canada-based suppliers.

Our branded and [removed: own brand] [added: private label (“Own Brand”)] products are generally available from several sources and are not typically subject to supply constraints in normal market conditions.

In the United States, [removed: approximately 14% of] net sales [removed: are derived from] [added: include] basic products [removed: containing] [added: that contain] significant amounts of commodity-priced materials, predominantly plastic, copper and steel, and other components which can be subject to volatile price changes based upon fluctuations in the commodities market.

We have a global supply chain which provides access to approximately [removed: 36,000] [added: 37,000] suppliers and we sell more than 1 million unique products each year.

We operate an extensive network across North America, including three import centers, 11 regional distribution centers and [removed: 1,773] [added: 1,746] branch locations as of July 31, [removed: 2024.][added: 2025.]

Our network also includes [removed: four] [added: six] MDCs which provide greater access to key strategic markets and allows us to bring our products closer to our customers.

These MDCs include automated picking and replenishment systems for the majority of [removed: items picked.][added: items.]

We believe we are well-equipped to win new [removed: customers] [added: market share] and generate attractive returns.

For fiscal [removed: 2024,] [added: 2025,] residential and non-residential markets each account for approximately half of our net sales, with net sales within these combined markets balanced between RMI (approximately two-thirds of our net sales) and new construction (approximately one-third of our net sales), based on management’s estimates.

We have chosen to operate in each of these markets because we believe we can generate strong growth, solid gross and [removed: net] [added: operating] margins and good returns on capital.

Specifically, we believe our network of suppliers, associates and the number of branches and distribution centers [removed: provides] [added: provide] us with the scale and expertise to serve our customers better than our competitors do, as many of these competitors operate only locally.

We believe these factors [added: will] enable continued growth in net sales as well as growth in cash flow and, therefore, may better enable us to provide investment returns to shareholders.

As of July 31, [removed: 2024,] [added: 2025,] Ferguson employed approximately 35,000 [removed: associates, of] [added: associates worldwide, including those employed on a full-time, part-time, seasonal or temporary basis,] which [added: includes] approximately 32,000 [removed: were] [added: associates] in the United States, 3,000 [removed: were] [added: associates] in Canada and [removed: a] small number of associates [removed: were in certain other jurisdictions, including Asia, Switzerland, and] [added: who reside outside of] the [removed: U.K.][added: United States and Canada.]

Our hiring process is intended to reach a diverse talent pool to assist us in fostering a culture of [removed: inclusion and acceptance through] [added: strong relationships where] differences in thought, experience and [removed: perspective.][added: perspective contribute to our ability to help make our customers’ projects simple, successful and sustainable.]

Our learning and development initiatives are designed to foster both immediate [added: skill-building] and [removed: long-term growth, empowering our] [added: sustained professional advancement, helping] associates [removed: to advance] [added: thrive throughout] their [removed: careers within Ferguson.][added: careers.]

These programs are tailored to associates’ [added: roles,] leadership level and potential.

The Company also offers associates professional development courses, many of which are on-demand and targeted at improving technical skills, sales, communication, [removed: well-being,] [added: wellbeing,] critical thinking and relationship management skills.

Our [removed: five] Business Resource Groups (“BRGs”) play a role in our effort to enhance the overall [removed: well being] [added: wellbeing] of our associates, support professional development and create a positive workplace environment.

Membership [added: for each BRG] is open to all our associates and participation is voluntary.

Through a variety of outreach efforts, we provide our associates with the opportunity to [removed: directly] engage [added: directly] in community service.

We believe that these [removed: programs, as well as our strategic focus on I&D,] [added: programs] support our objective to retain the best talent.

[removed: Our] [added: The] Code of [removed: Business] Conduct [removed: and Ethics (“Code of Conduct”)] is a resource dedicated to helping our associates live by our values and understand Ferguson’s commitment to compliance with all applicable laws and [removed: regulations, our Code of Conduct] [added: regulations] and Company policies.

We offer a variety of health, welfare, and financial benefits to our full-time and part-time associates, including health care and insurance benefits, mental health and [removed: well-being] [added: wellbeing] resources, retirement plans, and an employee share purchase plan, among others.

[removed: We] [added: Additionally, we] have several established [added: formal] programs to recognize top performing sales associates and managers for their outstanding contributions.

These commodity based products can represent up to approximately 15% of annual net sales.

Key areas of our human capital management program include the following:

Ferguson is committed to creating meaningful, long-term career opportunities for associates to grow and succeed.

The career paths of our senior leadership team demonstrate our commitment to identifying and developing the next generation of talent.

Our associates’ voices matter.

This commitment is outlined in our Code of Business Conduct and Ethics (“Code of Conduct”), which sets forth the standards that we expect of our associates and those who may work on our behalf.

Equal employment opportunity policy

Ferguson recruits, hires, transfers, promotes, compensates, trains, terminates and is committed to making employment decisions about applicants and associates without regard to their race, color, religion, creed, national origin, ancestry, citizenship status, physical disability, mental disability, medical condition, genetic information, marital status, pregnancy, sex, gender, gender identity, gender expression, age, sexual orientation, military and/or veteran status or any other basis protected by law.

We are committed to offering competitive, comprehensive compensation and benefits that support the wellbeing of our associates.

We have prioritized and invested in associate recognition.

Our Bravo!

program is designed to foster a culture of mutual recognition by enabling associates to recognize, appreciate and celebrate each other, no matter their role.

We also award associates who consistently demonstrate four core behaviors of being: passionate, resilient, customer driven and solution-oriented.

Sustainability Report

The Company was incorporated and registered in Jersey as Alpha JCo Limited on March 8, 2019 under the Companies (Jersey) Law 1991, as amended (the “Jersey Companies Law”), as a private limited company with company number 128484.

The Company converted its status to a public limited company and changed its name, first to Ferguson Newco plc on March 26, 2019, and then to Ferguson plc on May 10, 2019.

At that time, our jurisdiction of organization was Jersey and we were centrally managed and controlled in the United Kingdom and therefore we were a tax resident of the United Kingdom.

On May 30, 2024, the shareholders of Ferguson plc voted to approve a new corporate structure to domicile the Company’s ultimate parent company in the United States.

Effective on August 1, 2024, the Company implemented this new corporate structure by completing the Merger that resulted in (i) Ferguson plc becoming a direct, wholly owned subsidiary of Ferguson Enterprises Inc., a Delaware corporation, and (ii) the shareholders of Ferguson plc at the designated record time for the Merger no longer holding ordinary shares of Ferguson plc but instead holding shares of common stock of Ferguson Enterprises Inc. As a result of the Merger, Ferguson Enterprises Inc. became the successor issuer to Ferguson plc, which was renamed “Ferguson (Jersey) Limited” and converted into a private company.

As of July 31, 2024, the Canada business operated 224 branches with one regional distribution center and approximately 3,000 associates.

In addition, our Canada business operates one MDC in Brampton, Ontario (Toronto) for branch replenishment and final mile distribution.

We purchase from approximately 36,000 suppliers.

Our human capital management program is guided by three core pillars, which are aligned with our inclusion and diversity (“I&D”) strategy: attracting top talent, promoting growth, and fostering engagement and retention.

We place great emphasis on helping our associates develop and expand their skills.

The career paths of our tenured leadership team demonstrate our emphasis in the area.

Our BRGs include: BOLD (Black), EmpowHER (Women), Building Pride (LGBTQ+), VALOR (Veterans) and HOLA (Hispanic/Latin American).

Each BRG is led by an executive sponsor, a chair and a leadership team who are voted into their roles by their respective BRG members.

Our core values provide guidance on ethical situations where there may be uncertainty over how to proceed and set out the standards that we expect of our associates and those who may work on our behalf.

To help attract and retain talent, we offer our associates rewards that are designed to be market competitive.

We also award associates who demonstrate the highest standards of integrity, teamwork, safety, service and impact.

ESG Report

For the fiscal year [removed: ended] [added: ended] July 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of the voting shares held by non-affiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of January 31, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $38,089,217,655.][added: $36,048,440,565.]

As of September [removed: 20, 2024,] [added: 19, 2025,] the number of outstanding shares of common stock was [removed: 200,739,472.][added: 196,151,443.]

The information required by Part III of this Annual [removed: Report,] [added: Report on Form 10-K (the “Annual Report”),] to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the [removed: Annual Meeting] [added: annual meeting of stockholders] to be held in [removed: 2024,] [added: 2025,] which definitive proxy statement shall be filed with the Securities and Exchange Commission [added: (the “SEC”)] within 120 days after the end of the fiscal year to which this Annual Report relates (the [removed: “2024] [added: “2025] Proxy Statement”).

| [CERTAIN [removed: TERMS](#i78a5de2cfa6741dbb2ec6d78f44d98ea_10)] [added: TERMS](#ic2d75a8c62de4cec8816166d20cc36f3_10)] | | | [removed: [1](#i78a5de2cfa6741dbb2ec6d78f44d98ea_10)] [added: [1](#ic2d75a8c62de4cec8816166d20cc36f3_10)] | | |

| [MARKET AND INDUSTRY [removed: DATA](#i78a5de2cfa6741dbb2ec6d78f44d98ea_10)] [added: DATA](#ic2d75a8c62de4cec8816166d20cc36f3_10)] | | | [removed: [1](#i78a5de2cfa6741dbb2ec6d78f44d98ea_10)] [added: [1](#ic2d75a8c62de4cec8816166d20cc36f3_10)] | | |

| [FORWARD-LOOKING STATEMENTS AND RISK FACTOR [removed: SUMMARY](#i78a5de2cfa6741dbb2ec6d78f44d98ea_13)] [added: SUMMARY](#ic2d75a8c62de4cec8816166d20cc36f3_13)] | | | [removed: [1](#i78a5de2cfa6741dbb2ec6d78f44d98ea_13)] [added: [1](#ic2d75a8c62de4cec8816166d20cc36f3_13)] | | |

| Item 1. [removed: [Business](#i78a5de2cfa6741dbb2ec6d78f44d98ea_19)] [added: [Business](#ic2d75a8c62de4cec8816166d20cc36f3_19)] | | | [removed: [3](#i78a5de2cfa6741dbb2ec6d78f44d98ea_19)] [added: [4](#ic2d75a8c62de4cec8816166d20cc36f3_19)] | | |

| Item 1A. [Risk [removed: Factors](#i78a5de2cfa6741dbb2ec6d78f44d98ea_22)] [added: Factors](#ic2d75a8c62de4cec8816166d20cc36f3_22)] | | | [removed: [8](#i78a5de2cfa6741dbb2ec6d78f44d98ea_22)] [added: [9](#ic2d75a8c62de4cec8816166d20cc36f3_22)] | | |

| Item 1B. [Unresolved Staff [removed: Comments](#i78a5de2cfa6741dbb2ec6d78f44d98ea_25)] [added: Comments](#ic2d75a8c62de4cec8816166d20cc36f3_25)] | | | [removed: [25](#i78a5de2cfa6741dbb2ec6d78f44d98ea_25)] [added: [24](#ic2d75a8c62de4cec8816166d20cc36f3_25)] | | |

| Item 1C. [removed: [Cybersecurity](#i78a5de2cfa6741dbb2ec6d78f44d98ea_877)] [added: [Cybersecurity](#ic2d75a8c62de4cec8816166d20cc36f3_28)] | | | [removed: [25](#i78a5de2cfa6741dbb2ec6d78f44d98ea_877)] [added: [25](#ic2d75a8c62de4cec8816166d20cc36f3_28)] | | |

| Item 2. [removed: [Properties](#i78a5de2cfa6741dbb2ec6d78f44d98ea_28)] [added: [Properties](#ic2d75a8c62de4cec8816166d20cc36f3_31)] | | | [removed: [27](#i78a5de2cfa6741dbb2ec6d78f44d98ea_28)] [added: [26](#ic2d75a8c62de4cec8816166d20cc36f3_31)] | | |

| Item 3. [Legal [removed: Proceedings](#i78a5de2cfa6741dbb2ec6d78f44d98ea_31)] [added: Proceedings](#ic2d75a8c62de4cec8816166d20cc36f3_34)] | | | [removed: [27](#i78a5de2cfa6741dbb2ec6d78f44d98ea_31)] [added: [27](#ic2d75a8c62de4cec8816166d20cc36f3_34)] | | |

| Item 4. [Mine Safety [removed: Disclosures](#i78a5de2cfa6741dbb2ec6d78f44d98ea_34)] [added: Disclosures](#ic2d75a8c62de4cec8816166d20cc36f3_37)] | | | [removed: [27](#i78a5de2cfa6741dbb2ec6d78f44d98ea_34)] [added: [27](#ic2d75a8c62de4cec8816166d20cc36f3_37)] | | |

| [Information about our Executive [removed: Officers](#i78a5de2cfa6741dbb2ec6d78f44d98ea_37)] [added: Officers](#ic2d75a8c62de4cec8816166d20cc36f3_40)] | | | [removed: [27](#i78a5de2cfa6741dbb2ec6d78f44d98ea_37)] [added: [27](#ic2d75a8c62de4cec8816166d20cc36f3_40)] | | |

| Item 5. [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i78a5de2cfa6741dbb2ec6d78f44d98ea_43)] [added: Securities](#ic2d75a8c62de4cec8816166d20cc36f3_46)] | | | [removed: [29](#i78a5de2cfa6741dbb2ec6d78f44d98ea_43)] [added: [29](#ic2d75a8c62de4cec8816166d20cc36f3_46)] | | |

| Item 6. [removed: [\[Reserved\]](#i78a5de2cfa6741dbb2ec6d78f44d98ea_46)] [added: [\[Reserved\]](#ic2d75a8c62de4cec8816166d20cc36f3_49)] | | | [removed: [30](#i78a5de2cfa6741dbb2ec6d78f44d98ea_46)] [added: [30](#ic2d75a8c62de4cec8816166d20cc36f3_49)] | | |

| Item 7. [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i78a5de2cfa6741dbb2ec6d78f44d98ea_49)] [added: Operations](#ic2d75a8c62de4cec8816166d20cc36f3_52)] | | | [removed: [31](#i78a5de2cfa6741dbb2ec6d78f44d98ea_49)] [added: [31](#ic2d75a8c62de4cec8816166d20cc36f3_52)] | | |

| Item 7A. [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i78a5de2cfa6741dbb2ec6d78f44d98ea_61)] [added: Risk](#ic2d75a8c62de4cec8816166d20cc36f3_64)] | | | [removed: [40](#i78a5de2cfa6741dbb2ec6d78f44d98ea_61)] [added: [41](#ic2d75a8c62de4cec8816166d20cc36f3_64)] | | |

| Item 8. [Financial Statements and Supplementary [removed: Data](#i78a5de2cfa6741dbb2ec6d78f44d98ea_64)] [added: Data](#ic2d75a8c62de4cec8816166d20cc36f3_67)] | | | [removed: [41](#i78a5de2cfa6741dbb2ec6d78f44d98ea_64)] [added: [42](#ic2d75a8c62de4cec8816166d20cc36f3_67)] | | |

| Item 9. [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i78a5de2cfa6741dbb2ec6d78f44d98ea_145)] [added: Disclosure](#ic2d75a8c62de4cec8816166d20cc36f3_154)] | | | [removed: [83](#i78a5de2cfa6741dbb2ec6d78f44d98ea_145)] [added: [82](#ic2d75a8c62de4cec8816166d20cc36f3_154)] | | |

| Item 9A. [Controls and [removed: Procedures](#i78a5de2cfa6741dbb2ec6d78f44d98ea_148)] [added: Procedures](#ic2d75a8c62de4cec8816166d20cc36f3_157)] | | | [removed: [83](#i78a5de2cfa6741dbb2ec6d78f44d98ea_148)] [added: [82](#ic2d75a8c62de4cec8816166d20cc36f3_157)] | | |

| Item 9B. [Other [removed: Information](#i78a5de2cfa6741dbb2ec6d78f44d98ea_154)] [added: Information](#ic2d75a8c62de4cec8816166d20cc36f3_163)] | | | [removed: [85](#i78a5de2cfa6741dbb2ec6d78f44d98ea_154)] [added: [84](#ic2d75a8c62de4cec8816166d20cc36f3_163)] | | |

| Item 9C. [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i78a5de2cfa6741dbb2ec6d78f44d98ea_157)] [added: Inspections](#ic2d75a8c62de4cec8816166d20cc36f3_166)] | | | [removed: [85](#i78a5de2cfa6741dbb2ec6d78f44d98ea_157)] [added: [84](#ic2d75a8c62de4cec8816166d20cc36f3_166)] | | |

| Item 10. [Directors, Executive Officers and Corporate [removed: Governance](#i78a5de2cfa6741dbb2ec6d78f44d98ea_163)] [added: Governance](#ic2d75a8c62de4cec8816166d20cc36f3_172)] | | | [removed: [85](#i78a5de2cfa6741dbb2ec6d78f44d98ea_163)] [added: [84](#ic2d75a8c62de4cec8816166d20cc36f3_172)] | | |

| Item 11. [Executive [removed: Compensation](#i78a5de2cfa6741dbb2ec6d78f44d98ea_166)] [added: Compensation](#ic2d75a8c62de4cec8816166d20cc36f3_175)] | | | [removed: [85](#i78a5de2cfa6741dbb2ec6d78f44d98ea_166)] [added: [84](#ic2d75a8c62de4cec8816166d20cc36f3_175)] | | |

| Item 12. [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i78a5de2cfa6741dbb2ec6d78f44d98ea_884)] [added: Matters](#ic2d75a8c62de4cec8816166d20cc36f3_178)] | | | [removed: [85](#i78a5de2cfa6741dbb2ec6d78f44d98ea_884)] [added: [85](#ic2d75a8c62de4cec8816166d20cc36f3_178)] | | |

| Item 13. [Certain Relationships and Related [removed: Transactions](#i78a5de2cfa6741dbb2ec6d78f44d98ea_172)] [added: Transactions](#ic2d75a8c62de4cec8816166d20cc36f3_181)] | | | [removed: [86](#i78a5de2cfa6741dbb2ec6d78f44d98ea_172)] [added: [85](#ic2d75a8c62de4cec8816166d20cc36f3_181)] | | |

| Item 14. [Principal Accountant Fees and [removed: Services](#i78a5de2cfa6741dbb2ec6d78f44d98ea_175)] [added: Services](#ic2d75a8c62de4cec8816166d20cc36f3_184)] | | | [removed: [86](#i78a5de2cfa6741dbb2ec6d78f44d98ea_175)] [added: [85](#ic2d75a8c62de4cec8816166d20cc36f3_184)] | | |

| Item 15. [Exhibits, Financial Statement [removed: Schedules](#i78a5de2cfa6741dbb2ec6d78f44d98ea_181)] [added: Schedules](#ic2d75a8c62de4cec8816166d20cc36f3_190)] | | | [removed: [87](#i78a5de2cfa6741dbb2ec6d78f44d98ea_181)] [added: [86](#ic2d75a8c62de4cec8816166d20cc36f3_190)] | | |

| Item 16. [Form 10-K [removed: Summary](#i78a5de2cfa6741dbb2ec6d78f44d98ea_184)] [added: Summary](#ic2d75a8c62de4cec8816166d20cc36f3_193)] | | | [removed: [92](#i78a5de2cfa6741dbb2ec6d78f44d98ea_184)] [added: [92](#ic2d75a8c62de4cec8816166d20cc36f3_193)] | | |

Unless otherwise specified or the context otherwise requires, the terms “Company,” “Ferguson,” “we,” “us,” and “our” and other similar terms used in this Annual Report [removed: on Form 10-K (the “Annual Report”)] (i) for periods prior to [removed: the Effective Date,] [added: August 1, 2024,] refer to Ferguson plc and its consolidated subsidiaries and (ii) for periods on and following [removed: the Effective Date,] [added: August 1, 2024,] refer to Ferguson Enterprises Inc. and its consolidated subsidiaries.

Except as otherwise specified or the context otherwise requires, references to years indicate our fiscal year ended July [removed: 31] [added: 31st] of the respective year.

For example, references to “fiscal [removed: 2024”] [added: 2025”] or similar references refer to the fiscal year ended July 31, [removed: 2024.][added: 2025.]

- weakness in the economy, market trends, uncertainty and other conditions in the markets in which we [removed: operate,] [added: operate] and [removed: other] [added: the macroeconomic impact of] factors beyond our [removed: control, including disruption in the financial markets] [added: control (including, among others, inflation/deflation, recession, labor] and [removed: any macroeconomic or other consequences of political unrest, disputes or war;][added: wage pressures, trade restrictions such as tariffs, sanctions and retaliatory countermeasures, interest rates, and geopolitical conditions);]

- decreased demand for our products as a result of operating in highly competitive industries and the impact of declines in the residential and [removed: non‐residential markets;][added: non-residential markets and our ability to effectively manage inventory as a result;]

- changes in competition, including as a result of market [removed: consolidation] [added: consolidation, new entrants, vertical integration] or competitors responding more quickly to emerging technologies (such as generative artificial intelligence (“AI”));

- failure of a key information technology system or process as well as [added: payment-related risks, including] exposure to fraud or [removed: theft resulting from payment‐related risks;][added: theft;]

- privacy and protection of sensitive data failures, including failures due to data corruption, cybersecurity [removed: incidents or] [added: incidents,] network security [removed: breaches;][added: breaches or the use of AI;]

| [TRADEMARKS](#ic2d75a8c62de4cec8816166d20cc36f3_10) | | | [1](#ic2d75a8c62de4cec8816166d20cc36f3_10) | | |

As previously announced, Ferguson is changing its fiscal year end from July 31st to December 31st, with its new fiscal year commencing on January 1, 2026.

The term “transition period” refers to the five-month period from August 1, 2025 to December 31, 2025 as the Company transitions from a July 31st fiscal year end to a December 31st fiscal year end.

- risks associated with sales of private label products, including regulatory, product liability and reputational risks and the adverse impact such sales may have on supplier relationships and rebates;

- the occurrence of unforeseen developments such as litigation, investigations, governmental proceedings or enforcement actions;

Ferguson Enterprises Inc. is a successor issuer to Ferguson plc*

* On August 1, 2024 (the “Effective Date”), Ferguson plc, a company incorporated in Jersey, completed a merger transaction (the “Merger”) that resulted in (i) Ferguson plc becoming a direct, wholly owned subsidiary of Ferguson Enterprises Inc., a Delaware corporation, and (ii) the shareholders of Ferguson plc at the designated record time for the Merger no longer holding ordinary shares of Ferguson plc but instead holding shares of common stock of Ferguson Enterprises Inc. As a result of the Merger, Ferguson Enterprises Inc. became the successor issuer to Ferguson plc, which was renamed “Ferguson (Jersey) Limited” and converted into a private company.

On the Effective Date, Ferguson Enterprises Inc. filed a Form 8-K12B for the purpose of establishing Ferguson Enterprises Inc. as the successor issuer pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and to disclose certain related matters.

Prior to the Effective Date, Ferguson plc’s ordinary shares were registered under Section 12(b) of the Exchange Act and Ferguson plc was subject to the information requirements of the Exchange Act and filed quarterly reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”).

As the successor issuer, Ferguson Enterprises Inc.’s common stock is deemed to be registered under Section 12(b) of the Exchange Act and Ferguson Enterprises Inc. has inherited the reporting history and filing status of Ferguson plc.

Prior to the Effective Date, Ferguson Enterprises Inc. conducted no operations other than those incident to its formation and the Merger.

Accordingly, the financial and other information presented herein relate to Ferguson plc’s operations prior to the Effective Date, unless otherwise specified herein.

| [TRADEMARKS](#i78a5de2cfa6741dbb2ec6d78f44d98ea_10) | | | [1](#i78a5de2cfa6741dbb2ec6d78f44d98ea_10) | | |

References to “shares” or “Company shares” refer to (i) ordinary shares of Ferguson plc for all periods prior to the Effective Date and (ii) shares of common stock of Ferguson Enterprises Inc. for all periods on and following the Effective Date.

- adverse impacts caused by a public health crisis; and

Our cybersecurity team, led by our Chief Information Security Officer (“CISO”), [added: who reports to our Chief Digital & Information Officer (“CDIO”),] oversees our cybersecurity efforts on a day-to-day basis.

Cybersecurity risk management is also integrated into our broader risk management framework through information technology general controls that are independently tested by our Internal Audit [removed: team and] [added: team,] the findings [added: of which are] reported to the Audit Committee.

In addition, we [removed: conduct periodic] [added: maintain a cybersecurity] awareness [removed: campaigns] [added: hub on our company intranet, regularly distribute cyber newsletters] and [added: cyber tips, and conduct] regular phishing email simulation [removed: tests] [added: tests, including customized role-based tests,] to reinforce prior training and promote ongoing awareness of risks.

However, we face ongoing risks from cybersecurity threats and there can be no assurance that our security efforts and measures, and those of our third-party vendors, will prevent [removed: breakdowns] or [removed: incidents to our or our third-party vendors’ systems that could adversely affect our business.][added: minimize cybersecurity risks.]

See “Risk Factors—If we are unable to protect our sensitive data and information systems against data corruption, cybersecurity incidents or network security breaches, or if we are unable to provide adequate security in the electronic transmission of sensitive data, it could [added: materially] adversely affect our business, financial condition and results of operations” and “—A failure of a key information technology system or process could [added: materially] adversely affect the operations of our business” in Item 1A of this Annual Report for more information on our cybersecurity-related risks.

The Board and/or the Audit Committee receives periodic reports, briefings [removed: and] [added: or] presentations on data protection and cybersecurity matters from senior information technology leaders, including our [removed: Chief Digital and Information Officer (“CDIO”) and] [added: CDIO or] CISO, as well as from our Internal Audit team.

[removed: In addition, our] [added: Our] Chief Legal Officer provides reports on the ERM [removed: Program.][added: Program twice a year.]

The Executive Committee is composed of the CEO and [removed: his direct reports,] [added: members of senior management appointed by the CEO,] including the CDIO.

Our [added: CDIO has delegated to our] CISO and the cybersecurity teams [removed: are primarily responsible] [added: primary responsibility] for identifying, assessing, monitoring and managing our cybersecurity threats.

Our CISO has [added: over] 25 years of industry experience, including in developing and leading cybersecurity risk management programs for Fortune 100 companies.

Ferguson invests in associate training and education on cybersecurity and risk management thereof.

Ferguson provides annual phishing training to all associates who are issued a Company device, and our annual Code of Conduct training often features information technology subjects, such as protection of company and personal information and identifying and reporting cybersecurity and phishing incidents.

Our CDIO has over 25 years of executive experience leading information technology teams and providing strategic vision for multiple Fortune 500 companies.

For further details about our CDIO’s background, see the “Information About Our Executive Officers” section of Part I of this Annual Report.

Ferguson invests in associate training and education to prevent cyber attacks, including customized, role-based training provided to targeted internal audiences.

Periodically, our Board receives reports and/or presentations on cybersecurity matters prepared by third-party cybersecurity experts.

The Company’s corporate headquarters and management office are located at 751 Lakefront Commons, Newport News, [removed: Virginia,] [added: Virginia] 23606.

The following table presents our principal facilities as of July 31, [removed: 2024:][added: 2025:]

| United States | | | | | | Regional Distribution Centers(1) | | | | | | 10 | | | | | | 90% | | | | | | 10% | | | | | | [removed: 6,541,697] [added: 6,608,307] | | |

| Canada | | | | | | Regional Distribution [removed: Center] [added: Center(2)] | | | | | | 1 | | | | | | —% | | | | | | 100% | | | | | | 292,395 | | |

| Canada | | | | | | Market Distribution Centers | | | | | | 1 | | | | | | —% | | | | | | 100% | | | | | | [removed: 160,616] [added: 186,174] | | |

| United States | | | | | | Market Distribution Centers | | | | | | 5 | | | | | | 60% | | | | | | 40% | | | | | | 2,544,854 | | |

| United States | | | | | | Branches | | | | | | 1,519 | | | | | | 16% | | | | | | 84% | | | | | | 46,369,553 | | |

| Canada | | | | | | Branches | | | | | | 227 | | | | | | 19% | | | | | | 81% | | | | | | 3,058,456 | | |

Subsequent to fiscal 2025 year-end, one of the 10 Regional Distribution Centers in the United States was closed.

(2)Canada’s Regional Distribution Center was closed subsequent to fiscal 2025 year-end.

| United States | | | | | | Market Distribution Centers | | | | | | 3 | | | | | | 67% | | | | | | 33% | | | | | | 1,603,988 | | |

| United States | | | | | | Branches | | | | | | 1,549 | | | | | | 17% | | | | | | 83% | | | | | | 46,530,951 | | |

| Canada | | | | | | Branches | | | | | | 224 | | | | | | 21% | | | | | | 79% | | | | | | 3,251,454 | | |

Set forth below is a list of [removed: names and ages of] the [added: Company’s] executive [removed: officers of the Company indicating] [added: officers, including their names, ages,] all positions and offices with the Company held by each such person and each person’s principal occupations or employment during the past five [removed: years] [added: years,] unless otherwise [removed: noted.][added: indicated.]

Kevin Murphy, age [removed: 54,] [added: 55,] *President & Chief Executive Officer and Director*.

In connection with [removed: the Merger,] [added: a corporate restructure in August 2024,] Mr. Murphy’s title changed to President & Chief Executive Officer.

Mr. Murphy joined Ferguson in 1999 as an operations manager following Ferguson’s acquisition of his family’s business, Midwest Pipe and Supply, and went on to hold a number of leadership positions before his eventual appointment as the Company’s [added: President &] Chief Executive Officer.

Bill Brundage, age [removed: 48,] [added: 49,] *Chief Financial Officer and Director.* Mr. Brundage was appointed as a Director and Chief Financial Officer in November 2020.

Mr. Brundage has served as the chief financial officer of FEL since 2017, and previously served at FEL as senior vice president of finance from 2016 to 2017 and vice president of finance [removed: since 2008.][added: from 2008 to 2016.]

Previously, Mr. Brundage spent five years at PricewaterhouseCoopers in the U.S. [removed: as a senior associate.]

Ian Graham, age [removed: 56,] [added: 57,] *Chief Legal Officer & Corporate Secretary*.

[removed: Michael Jacobs,] [added: Bo Camposano,] age [removed: 63,] [added: 54,] *Senior Vice [removed: President – Supply Chain*.][added: President*.]

Andy Paisley, age [removed: 56,] [added: 57,] *Chief Digital [removed: and] [added: &] Information Officer*.

Mr. Paisley became the Chief Digital [removed: and] [added: &] Information Officer for Ferguson in June 2023 after joining the Company in January 2023 as the Chief Information Officer.

[added: Most recently,] Mr. Schlicher [removed: was named] [added: served as] Senior Vice President [removed: *–*] [added: –] Strategic Development [removed: in] [added: from] February [removed: 2019.][added: 2019 to February 2025.]

Mr. Schlicher joined [removed: Ferguson] [added: the Company] in 1999 through the acquisition of L&H Supply.

Since then, [removed: Mr. Schlicher] [added: he] has held numerous positions including Director of the Residential Business Group, Vice President of Private Label, Vice President of the Strategic Products Group, [removed: and] Vice President of the Commercial [removed: Business.][added: Business, Senior Vice President of Ferguson Facilities Supply, and Senior Vice President of Strategic Brand Development.]

Allison Stirrup, age [removed: 48,] [added: 49,] *Chief Human Resources Officer*.

[removed: Mr. Thees serves as Senior Vice President, having previously] [added: Between August 2018 and July 2024, he] served as Senior Vice President of Business and [removed: Sales of Ferguson between 2018 and 2024.][added: Sales.]

[removed: Mr. Thees] [added: He] began his career with [removed: Ferguson] [added: the Company] in 1990 as a trainee at the Orlando, Florida Waterworks location.

Since then, he has held several key positions, including Branch Manager, General [removed: Manager] [added: Manager,] and District Manager.

Mr. Thees assumed leadership for the Waterworks Business [removed: Group] in 2007 and was promoted to Vice President in 2009.

Jake Schlicher, age 61, *Chief Strategy Officer*.

Mr. Schlicher was named Chief Strategy Officer in February 2025.

Bill Thees, age 58, *Chief Operating Officer*.

Mr. Thees was named Chief Operating Officer in February 2025.

Most recently, Mr. Thees served as Senior Vice President from August 2024 to February 2025.

Mr. Camposano serves as Senior Vice President – Waterworks.

Before assuming his current role in August 2024, he served as Vice President of Waterworks from 2019 to 2024.

Mr. Camposano began his career with the Company in 1996 as a trainee and has held several key positions, including Training and HR Development, Operations Manager, General Manager, District Manager and Regional Vice President.

Mr. Brundage is a Certified Public Accountant.

Mr. Jacobs was appointed Senior Vice President *–* Supply Chain in February 2017.

He is responsible for managing all aspects of the supply chain processes within Ferguson and developing a supply chain strategy that meets performance objectives and customer expectations.

Prior to Ferguson, Mr. Jacobs held various roles at Keurig Green Mountain, including Chief Product Officer and Chief Logistics Officer, where he led the re-engineering of Keurig’s supply chain.

Prior to Keurig, Mr. Jacobs served as Senior Vice President, Logistics for Toys “R” Us, where he led store, ecommerce and omni-channel fulfillment globally.

Victoria Morrissey, age 57, *Chief Marketing Officer*.

Ms. Morrissey was appointed as Chief Marketing Officer in May 2021.

With more than 20 years of diversified experience, Ms. Morrissey was most recently responsible for Global Marketing and Brand at Caterpillar Inc. from 2017 to 2021, where she led a global team with oversight of brand, digital marketing, analytics, customer insights and customer experience.

Prior to this, she led brand and content marketing at Grainger.

In addition to her industry experience, Ms. Morrissey worked at several agencies, including WPP, one of the world’s largest advertising agencies.

Jake Schlicher, age 60, *Senior Vice President – Strategic Development*.

He focuses on developing strategies that help make our customers’ complex projects simple, successful and sustainable.

In March 2016, he was named Senior Vice President of Ferguson Facilities Supply and, in November 2017, he was named Senior Vice President Strategic Brand Development.

Bill Thees, age 57, *Senior Vice President*.

He provides leadership and direction to the Waterworks and Fire & Fabrication customer groups, the Own Brand Business, enterprise-wide Sales, Operations and Wolseley Canada.

Garland Williams, age 49, *Senior Vice President* – *Blended.* Mr. Williams serves as Senior Vice President – Blended, having previously served as Senior Vice President between 2022 and 2024 and as Senior Vice President of Customer Experience and Canada between 2021 and 2022.

He provides strategic leadership across parts of the business and has profit and loss responsibilities for the Residential Trade Plumbing, Residential Building and Remodel, Residential Digital Commerce, Commercial/Mechanical, HVAC, Industrial and Facilities Supply businesses.

Mr. Williams joined the organization as a trainee in July 1996 and has held several progressive roles over his 27-year career with Ferguson.

This has included inside and outside sales, Branch and Area Manager, General Manager, District Manager, Vice President of Residential Trade Plumbing, and Vice President of Customer Experience and Canada.

As of September [removed: 20, 2024,] [added: 19, 2025,] there were [removed: 3,758] [added: 2,571] holders of record of our shares of common stock.

The performance graph below compares the cumulative total shareholder return of the Company’s shares since July 31, [removed: 2019,] [added: 2020,] with the cumulative total return for the same period of the S&P 500 Stock Index and the S&P 500 Industrials Stock Index.

The graph assumes the investment of $100 in our shares at the closing price of our shares on the LSE prior to the Company’s listing on the NYSE on March 11, 2021, and on the NYSE on and following such date, and in each of the indices as of the market close on July 31, [removed: 2019] [added: 2020] and also assumes the reinvestment of dividends.

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| S&P 500 Industrials Stock Index | | | 100 | | | | | | [removed: 94] [added: 146] | | | | | | 138 | | | | | | [removed: 130] [added: 162] | | | | | | [removed: 152] [added: 190] | | | | | | [removed: 179] [added: 229] | | |

(1)LSE data used from August 1, [removed: 2019] [added: 2020] through March 10, 2021 with GBP values converted to USD using the daily foreign exchange rate.

[removed: (1) In] [added: (1)In] September 2021, the Company announced a program to repurchase up to $1.0 billion of shares.

As of July 31, [removed: 2024,] [added: 2025,] the Company had completed [removed: $3.1] [added: approximately $4.0] billion of the total authorized repurchase program.

| Ferguson Enterprises Inc.(1) | | | $100 | | | | | | $161 | | | | | | $147 | | | | | | $195 | | | | | | $274 | | | | | | $279 | | |

| S&P 500 Stock Index | | | 100 | | | | | | 136 | | | | | | 130 | | | | | | 147 | | | | | | 180 | | | | | | 209 | | |

| May 1 - May 31, 2025 | | | | | | 349,736 | | | | | | $174.90 | | | | | | 349,736 | | | | | | $1,092 | | |

| June 1 - June 30, 2025 | | | | | | 261,299 | | | | | | 215.25 | | | | | | 261,299 | | | | | | 1,035 | | |

| July 1 - July 31, 2025 | | | | | | 297,199 | | | | | | 222.50 | | | | | | 297,199 | | | | | | 969 | | |

| | | | | | | 908,234 | | | | | | | | | | | | 908,234 | | | | | | | | |

Since the initial authorization, the Company has announced from time to time various increases, bringing the total authorized share repurchase program to $5.0 billion.

| Ferguson Enterprises Inc.(1) | | | $100 | | | | | | $121 | | | | | | $194 | | | | | | $178 | | | | | | $236 | | | | | | $330 | | |

| S&P 500 Stock Index | | | 100 | | | | | | 112 | | | | | | 153 | | | | | | 146 | | | | | | 165 | | | | | | 201 | | |

| May 1 - May 31, 2024 | | | | | | 398,243 | | | | | | $214.37 | | | | | | 398,243 | | | | | | $1,025 | | |

| June 1 - June 30, 2024 | | | | | | 341,037 | | | | | | 201.41 | | | | | | 341,037 | | | | | | 956 | | |

| July 1 - July 31, 2024 | | | | | | 259,016 | | | | | | 202.78 | | | | | | 259,016 | | | | | | 904 | | |

| | | | | | | 998,296 | | | | | | | | | | | | 998,296 | | | | | | | | |

In March 2022, September 2022, June 2023 and June 2024, the Company announced increases of $1.0 billion, $0.5 billion, $0.5 billion and $1.0 billion, respectively, bringing the total authorized repurchase program to $4.0 billion.

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#i78a5de2cfa6741dbb2ec6d78f44d98ea_70)] [added: No.](#ic2d75a8c62de4cec8816166d20cc36f3_73)] 34) | | | [removed: [42](#i78a5de2cfa6741dbb2ec6d78f44d98ea_70)] [added: [43](#ic2d75a8c62de4cec8816166d20cc36f3_73)] | | |

| [Consolidated Statements of [removed: Earnings](#i78a5de2cfa6741dbb2ec6d78f44d98ea_76)] [added: Earnings](#ic2d75a8c62de4cec8816166d20cc36f3_79)] | | | [removed: [45](#i78a5de2cfa6741dbb2ec6d78f44d98ea_76)] [added: [45](#ic2d75a8c62de4cec8816166d20cc36f3_79)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i78a5de2cfa6741dbb2ec6d78f44d98ea_79)] [added: Income](#ic2d75a8c62de4cec8816166d20cc36f3_82)] | | | [removed: [46](#i78a5de2cfa6741dbb2ec6d78f44d98ea_79)] [added: [46](#ic2d75a8c62de4cec8816166d20cc36f3_82)] | | |

| [Consolidated Balance [removed: Sheets](#i78a5de2cfa6741dbb2ec6d78f44d98ea_82)] [added: Sheets](#ic2d75a8c62de4cec8816166d20cc36f3_85)] | | | [removed: [47](#i78a5de2cfa6741dbb2ec6d78f44d98ea_82)] [added: [47](#ic2d75a8c62de4cec8816166d20cc36f3_85)] | | |

[removed: | [Consolidated] [added: Consolidated] Statements of [removed: Shareholders’ Equity](#i78a5de2cfa6741dbb2ec6d78f44d98ea_85) | | | [48](#i78a5de2cfa6741dbb2ec6d78f44d98ea_85) | | |][added: Stockholders’ Equity]

| [Consolidated Statements of Cash [removed: Flows](#i78a5de2cfa6741dbb2ec6d78f44d98ea_88)] [added: Flows](#ic2d75a8c62de4cec8816166d20cc36f3_91)] | | | [removed: [49](#i78a5de2cfa6741dbb2ec6d78f44d98ea_88)] [added: [48](#ic2d75a8c62de4cec8816166d20cc36f3_91)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i78a5de2cfa6741dbb2ec6d78f44d98ea_91)] [added: Statements](#ic2d75a8c62de4cec8816166d20cc36f3_94)] | | | [removed: [50](#i78a5de2cfa6741dbb2ec6d78f44d98ea_91)] [added: [50](#ic2d75a8c62de4cec8816166d20cc36f3_94)] | | |

| [Note 1. Summary of significant accounting [removed: policies](#i78a5de2cfa6741dbb2ec6d78f44d98ea_91)] [added: policies](#ic2d75a8c62de4cec8816166d20cc36f3_94)] | | | [removed: [50](#i78a5de2cfa6741dbb2ec6d78f44d98ea_91)] [added: [50](#ic2d75a8c62de4cec8816166d20cc36f3_94)] | | |

| [removed: [Note] [added: Note] 2. [removed: Revenue] [added: Segment] and [removed: segment information](#i78a5de2cfa6741dbb2ec6d78f44d98ea_94)] [added: net sales information] | | | [removed: [57](#i78a5de2cfa6741dbb2ec6d78f44d98ea_94)] [added: [57](#ic2d75a8c62de4cec8816166d20cc36f3_918)] | | |

| [Note 3. Weighted average [removed: shares](#i78a5de2cfa6741dbb2ec6d78f44d98ea_97)] [added: shares](#ic2d75a8c62de4cec8816166d20cc36f3_100)] | | | [removed: [59](#i78a5de2cfa6741dbb2ec6d78f44d98ea_97)] [added: [59](#ic2d75a8c62de4cec8816166d20cc36f3_100)] | | |

| [Note 4. Income [removed: tax](#i78a5de2cfa6741dbb2ec6d78f44d98ea_100)] [added: tax](#ic2d75a8c62de4cec8816166d20cc36f3_103)] | | | [removed: [60](#i78a5de2cfa6741dbb2ec6d78f44d98ea_100)] [added: [60](#ic2d75a8c62de4cec8816166d20cc36f3_103)] | | |

| [removed: [Note 5.] Property, plant and [removed: equipment](#i78a5de2cfa6741dbb2ec6d78f44d98ea_103)] [added: equipment] | | | [removed: [62](#i78a5de2cfa6741dbb2ec6d78f44d98ea_103)] [added: (44)] | | | [added: | | | (34) | | |]

| [Note 8. Other intangible [removed: assets](#i78a5de2cfa6741dbb2ec6d78f44d98ea_112)] [added: assets](#ic2d75a8c62de4cec8816166d20cc36f3_115)] | | | [removed: [65](#i78a5de2cfa6741dbb2ec6d78f44d98ea_112)] [added: [66](#ic2d75a8c62de4cec8816166d20cc36f3_115)] | | |

| [Note 10. Fair value [removed: measurements](#i78a5de2cfa6741dbb2ec6d78f44d98ea_118)] [added: measurements](#ic2d75a8c62de4cec8816166d20cc36f3_121)] | | | [removed: [69](#i78a5de2cfa6741dbb2ec6d78f44d98ea_118)] [added: [70](#ic2d75a8c62de4cec8816166d20cc36f3_121)] | | |

| [Note 11. Commitments and [removed: contingencies](#i78a5de2cfa6741dbb2ec6d78f44d98ea_121)] [added: contingencies](#ic2d75a8c62de4cec8816166d20cc36f3_124)] | | | [removed: [69](#i78a5de2cfa6741dbb2ec6d78f44d98ea_121)] [added: [70](#ic2d75a8c62de4cec8816166d20cc36f3_124)] | | |

| [Note 12. Accumulated other comprehensive [removed: loss](#i78a5de2cfa6741dbb2ec6d78f44d98ea_124)] [added: loss](#ic2d75a8c62de4cec8816166d20cc36f3_127)] | | | [removed: [70](#i78a5de2cfa6741dbb2ec6d78f44d98ea_124)] [added: [71](#ic2d75a8c62de4cec8816166d20cc36f3_127)] | | |

| [Note 13. Retirement benefit [removed: obligations](#i78a5de2cfa6741dbb2ec6d78f44d98ea_127)] [added: obligations](#ic2d75a8c62de4cec8816166d20cc36f3_130)] | | | [removed: [71](#i78a5de2cfa6741dbb2ec6d78f44d98ea_127)] [added: [72](#ic2d75a8c62de4cec8816166d20cc36f3_130)] | | |

| [Note 15. Share-based [removed: compensation](#i78a5de2cfa6741dbb2ec6d78f44d98ea_133)] [added: compensation](#ic2d75a8c62de4cec8816166d20cc36f3_136)] | | | [removed: [76](#i78a5de2cfa6741dbb2ec6d78f44d98ea_133)] [added: [77](#ic2d75a8c62de4cec8816166d20cc36f3_136)] | | |

| [Note 16. [removed: Acquisitions](#i78a5de2cfa6741dbb2ec6d78f44d98ea_136)] [added: Acquisitions](#ic2d75a8c62de4cec8816166d20cc36f3_139)] | | | [removed: [77](#i78a5de2cfa6741dbb2ec6d78f44d98ea_136)] [added: [79](#ic2d75a8c62de4cec8816166d20cc36f3_139)] | | |

| [Note 17. Related party [removed: transactions](#i78a5de2cfa6741dbb2ec6d78f44d98ea_142)] [added: transactions](#ic2d75a8c62de4cec8816166d20cc36f3_142)] | | | [removed: [79](#i78a5de2cfa6741dbb2ec6d78f44d98ea_142)] [added: [80](#ic2d75a8c62de4cec8816166d20cc36f3_142)] | | |

[removed: | Ferguson] [added: Ferguson] Enterprises [removed: Inc.: | | | | | |][added: Inc.]

We have audited the accompanying consolidated balance sheets of Ferguson [removed: plc] [added: Enterprises Inc.] and subsidiaries (the "Company") as of July 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of earnings, comprehensive income, [removed: shareholders'] [added: stockholders'] equity, and cash flows, for each of the [removed: two] [added: three] years in the period ended July 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the [removed: two] [added: three] years in the period ended July 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of July 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September [removed: 25, 2024,] [added: 26, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

We conducted our audits in accordance with the standards of the [removed: PCAOB and in accordance with auditing standards generally accepted in the United States of America.][added: PCAOB.]

Inventory [removed: Reserves—] [added: Reserves -] Refer to Note 1 to the Financial Statements

The Company had inventories of [removed: $4.2] [added: $4.5] billion as of July 31, [removed: 2024.][added: 2025.]

- Developed an independent expectation of the inventory reserve at year end based on historical ratios and compared the inventory reserve against our [removed: expectation;][added: expectation.]

- Recalculated the inventory reserve in accordance with the Company’s policy for a sample of certain inventory items; [removed: and]

[removed: London,] [added: |] United Kingdom [added: | | | | | | | | | 3 | | | | | | — | | |]

| (In millions, except per share amounts) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | [removed: $29,635] [added: $30,762] | | | | | | [removed: $29,734] [added: $29,635] | | | | | | [removed: $28,566] [added: $29,734] | | |

| Cost of sales | | | [removed: (20,582)] [added: (21,327)] | | | | | | [removed: (20,709)] [added: (20,582)] | | | | | | [removed: (19,810)] [added: (20,709)] | | |

| Gross profit | | | [removed: 9,053] [added: 9,435] | | | | | | [removed: 9,025] [added: 9,053] | | | | | | [removed: 8,756] [added: 9,025] | | |

| Selling, general and administrative expenses | | | [removed: (6,066)] [added: (6,376)] | | | | | | [removed: (5,920)] [added: (6,038)] | | | | | | [removed: (5,635)] [added: (5,920)] | | |

| Depreciation and amortization | | | [removed: (335)] [added: (373)] | | | | | | [removed: (321)] [added: (335)] | | | | | | [removed: (301)] [added: (321)] | | |

| Operating profit | | | [removed: 2,652] [added: 2,606] | | | | | | [removed: 2,659] [added: 2,652] | | | | | | [removed: 2,820] [added: 2,659] | | |

| Interest expense, net | | | [removed: (179)] [added: (190)] | | | | | | [removed: (184)] [added: (179)] | | | | | | [removed: (111)] [added: (184)] | | |

| Other expense, net | | | [removed: (9)] [added: 7] | | | | | | [removed: (11)] [added: (9)] | | | | | | [removed: (1)] [added: (11)] | | |

| Income before income taxes | | | [removed: 2,464] [added: 2,423] | | | | | | 2,464 | | | | | | [removed: 2,708] [added: 2,464] | | |

| [Note 6. Leases](#ic2d75a8c62de4cec8816166d20cc36f3_109) | | | [64](#ic2d75a8c62de4cec8816166d20cc36f3_109) | | |

| [Note 7. Goodwill](#ic2d75a8c62de4cec8816166d20cc36f3_112) | | | [65](#ic2d75a8c62de4cec8816166d20cc36f3_112) | | |

| [Note 9. Debt](#ic2d75a8c62de4cec8816166d20cc36f3_118) | | | [67](#ic2d75a8c62de4cec8816166d20cc36f3_118) | | |

| [Note 14. S](#ic2d75a8c62de4cec8816166d20cc36f3_133)[tock](#ic2d75a8c62de4cec8816166d20cc36f3_133)[holders’ equity](#ic2d75a8c62de4cec8816166d20cc36f3_133) | | | [76](#ic2d75a8c62de4cec8816166d20cc36f3_133) | | |

| [Note 18. Restructuring and impairments expenses](#ic2d75a8c62de4cec8816166d20cc36f3_927) | | | [81](#ic2d75a8c62de4cec8816166d20cc36f3_927) | | |

- Obtained an understanding of the Company’s accounting policies related to the reserve calculation.

Based on that understanding, we evaluated the appropriateness of the policy and independently recalculated the inventory reserve amount based on the Company’s policy;

September 26, 2025

| Liabilities held for sale | | | 26 | | | | | | — | | |

| Stockholders’ equity: | | | | | | | | | | | |

| Total stockholders' equity | | | 5,832 | | | | | | 5,616 | | |

Ferguson Enterprises Inc.

| Balance at beginning of period | | | $30 | | | | | | $30 | | | | | | $30 | | |

| Treasury shares canceled | | | (4) | | | | | | — | | | | | | — | | |

| Ordinary shares canceled | | | (26) | | | | | | — | | | | | | — | | |

| Balance at end of period | | | — | | | | | | 30 | | | | | | 30 | | |

| Common stock: | | | | | | | | | | | | | | | | | |

| Balance at beginning of period | | | — | | | | | | — | | | | | | — | | |

| Common stock issued | | | — | | | | | | — | | | | | | — | | |

| Balance at end of period | | | — | | | | | | — | | | | | | — | | |

| Balance at beginning of period | | | 864 | | | | | | 809 | | | | | | 760 | | |

| Ordinary shares canceled | | | 26 | | | | | | — | | | | | | — | | |

| Balance at end of period | | | 926 | | | | | | 864 | | | | | | 809 | | |

| Retained earnings: | | | | | | | | | | | | | | | | | |

| Balance at beginning of period | | | 9,589 | | | | | | 8,557 | | | | | | 7,594 | | |

| Treasury shares canceled | | | (3,932) | | | | | | — | | | | | | — | | |

| Cash dividends declared of $3.28, $3.12, and $4.16, respectively | | | (652) | | | | | | (631) | | | | | | (858) | | |

| Balance at end of period | | | 6,776 | | | | | | 9,589 | | | | | | 8,557 | | |

| Balance at beginning of period | | | (3,936) | | | | | | (3,425) | | | | | | (2,782) | | |

| Treasury shares canceled | | | 3,936 | | | | | | — | | | | | | — | | |

| Balance at end of period | | | (899) | | | | | | (3,936) | | | | | | (3,425) | | |

| Balance at beginning of period | | | — | | | | | | (46) | | | | | | (107) | | |

| Balance at end of period | | | — | | | | | | — | | | | | | (46) | | |

| Balance at beginning of period | | | (931) | | | | | | (888) | | | | | | (830) | | |

| Balance at end of period | | | (971) | | | | | | (931) | | | | | | (888) | | |

Ferguson Enterprises Inc.

Ferguson Enterprises Inc.

Ferguson Enterprises Inc. (including subsidiaries, the “Company”) (NYSE: FERG; LSE: FERG) is a Delaware corporation.

Effective on August 1, 2024 (the “Effective Date”), the Company established a new corporate structure to domicile our ultimate parent company in the United States by completing a merger between entities under common control (the “Merger”).

Such payment terms are independently negotiated between the third party financial institution and the shipping and logistics providers.

| | | | | | |

| Ferguson plc: | | | | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID No.](#i78a5de2cfa6741dbb2ec6d78f44d98ea_73) 1147) | | | [44](#i78a5de2cfa6741dbb2ec6d78f44d98ea_73) | | |

| [Note 6. Leases](#i78a5de2cfa6741dbb2ec6d78f44d98ea_106) | | | [63](#i78a5de2cfa6741dbb2ec6d78f44d98ea_106) | | |

| [Note 7. Goodwill](#i78a5de2cfa6741dbb2ec6d78f44d98ea_109) | | | [64](#i78a5de2cfa6741dbb2ec6d78f44d98ea_109) | | |

| [Note 9. Debt](#i78a5de2cfa6741dbb2ec6d78f44d98ea_115) | | | [66](#i78a5de2cfa6741dbb2ec6d78f44d98ea_115) | | |

| [Note 14. Shareholders’ equity](#i78a5de2cfa6741dbb2ec6d78f44d98ea_130) | | | [75](#i78a5de2cfa6741dbb2ec6d78f44d98ea_130) | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID No.](#i78a5de2cfa6741dbb2ec6d78f44d98ea_900) 34) | | | [80](#i78a5de2cfa6741dbb2ec6d78f44d98ea_900) | | |

| [F](#i78a5de2cfa6741dbb2ec6d78f44d98ea_907)[erguson Enterprises Inc.](#i78a5de2cfa6741dbb2ec6d78f44d98ea_907)[, Consolidated Balance Sheet](#i78a5de2cfa6741dbb2ec6d78f44d98ea_907) | | | [81](#i78a5de2cfa6741dbb2ec6d78f44d98ea_907) | | |

| [Note](#i78a5de2cfa6741dbb2ec6d78f44d98ea_913)[s to Ferguson Enterprises Inc. Consolidated Financial Statement](#i78a5de2cfa6741dbb2ec6d78f44d98ea_913) | | | [82](#i78a5de2cfa6741dbb2ec6d78f44d98ea_913) | | |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Ferguson Enterprises Inc.

Opinion on the Financial Statements

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

- Evaluated management’s estimated sales activity for a selection of prior year inventory items by comparing actual subsequent sales activity to management’s prior year estimate of sales used in developing certain inventory reserves.

/s/ Deloitte & Touche LLP

Richmond, VA

September 25, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Ferguson plc

We have audited the accompanying consolidated statements of earnings, comprehensive income, shareholder’s equity, and cash flows of Ferguson plc and its subsidiaries (the “Company”) for the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the period ended July 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte LLP

September 27, 2022

We began serving as the Company's auditor in 2016.

In 2022 we became the predecessor auditor.

Ferguson plc

| Impairments and other charges | | | — | | | | | | (125) | | | | | | — | | |

| Income from continuing operations | | | 1,735 | | | | | | 1,889 | | | | | | 2,099 | | |

| Income from discontinued operations (net of tax) | | | — | | | | | | — | | | | | | 23 | | |

As of the end of the period covered by this Annual Report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has carried out an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange [removed: Act] [added: Act,] as of July 31, [removed: 2024.][added: 2025.]

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of July 31, [removed: 2024] [added: 2025] based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of July 31, [removed: 2024] [added: 2025] in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

The effectiveness of our internal control over financial reporting as of July 31, [removed: 2024] [added: 2025] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

There were no changes in our internal control over financial reporting during the fiscal quarter ended July 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited the internal control over financial reporting of Ferguson [removed: plc] [added: Enterprises Inc.] and subsidiaries (the [removed: “Company”)] [added: "Company")] as of July 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: (PCAOB) and in accordance with auditing standards generally accepted in the United States of America,] [added: (PCAOB),] the consolidated financial statements as of and for the year ended July 31, [removed: 2024,] [added: 2025,] of the Company and our report dated September [removed: 25, 2024,] [added: 26, 2025,] expressed an unqualified opinion on those financial statements.

We conducted our audit in accordance with the standards of the [removed: PCAOB and in accordance with auditing standards generally accepted in the United States of America.][added: PCAOB.]

September 26, 2025

September 25, 2024

| Target STI (% of Base Salary) | | | | | | [removed: 150%] [added: 75%] | | | [removed: 95%] [added: 75%] | | | | | | [removed: 160%] [added: 100%] | | | [removed: 100%] [added: 85%] | | |

[removed: In addition, the] [added: The] LTI design for [removed: fiscal 2025 will introduce stock options into] the [removed: award mix, with LTI awards now] [added: transition period also remained the same] comprised of [added: an award mix of] 50% [removed: PSUs (down from 70% in fiscal 2024),] [added: PSUs,] 30% [removed: RSUs,] [added: RSUs] and 20% stock options.

More details about the Company’s peer group changes and the compensation program design changes will be provided in the Company’s [removed: 2024] [added: 2025] Proxy Statement.

The Compensation Committee of the Board approved, on September 25, 2025, the following overall changes to the pay structure for the Company’s Chief Operating Officer (“COO”) and Chief Legal Officer & Corporate Secretary (“CLO”) for the transition period:

| | | | | | | Fiscal 2025 | | | | | | | | | Transition Period (annualized) | | | | | |

| | | | | | | COO | | | CLO | | | | | | COO | | | CLO | | |

| Base Salary | | | | | | $715,000 | | | $647,165 | | | | | | $786,500 | | | $666,560 | | |

| Target LTI | | | | | | $1,358,500 | | | $1,229,614 | | | | | | $1,750,000 | | | $1,500,000 | | |

For the transition period, the short-term incentive (“STI”) scorecard metric is adjusted operating profit (100%) and the range of achievement levels are threshold at 85%, target at 100% and maximum at 110%, reflecting a decrease for threshold from 90% to 85% from the fiscal 2025 STI achievement levels.

The Company recently reviewed and updated its peer group companies for purposes of executive compensation benchmarking.

Based on the recommendation of the Compensation Committee, the Board approved on September 24, 2024, the following overall changes to the pay structure for the Company’s President & Chief Executive Officer and Chief Financial Officer for fiscal year 2025 in order to provide pay opportunities that better align with U.S. benchmarking and market practices:

| | | | | | | Fiscal 2024 | | | | | | | | | Fiscal 2025 | | | | | |

| | | | | | | CEO | | | CFO | | | | | | CEO | | | CFO | | |

| Base Salary | | | | | | $1,244,071 | | | $742,006 | | | | | | $1,500,000 | | | $834,757 | | |

| Target LTI (% of Base Salary) | | | | | | 430% | | | 300% | | | | | | 650% | | | 350% | | |

The short-term incentive (“STI”) program components and their weighting remain unchanged (adjusted operating profit (70%), cash to cash days (20%) and ESG scorecard metrics (10%)).

However, the ranges of achievement levels (between threshold and maximum) for each component were expanded.

Further, the maximum payout for each component was changed from 170% to 200%.

Information required by this item will be contained in the [removed: 2024] [added: 2025] Proxy Statement under the headings “Proposal 1: Election of Directors,” “Board Committees and Oversight” and “Executive [removed: Compensation—Management] [added: Compensation—Compensation Discussion and Analysis—Management] of Compensation Related Risks—Oversight Policies—Insider Trading Policy, Anti-Hedging and Anti-Pledging,” which information is incorporated herein by reference.

Our Code of Conduct is applicable to all directors, officers and associates.

A copy of our Code of Conduct is available on our website at corporate.ferguson.com under the Governance Documents page of the Investors—Corporate Governance tab.

We intend to satisfy the disclosure requirement regarding amendment to, or waiver from, a provision of our Code of Conduct by posting such information at the website location specified above.

Information required by this item will be contained in the [removed: 2024] [added: 2025] Proxy Statement under the headings “Board Committees and [removed: Oversight”] [added: Oversight—Committees of the Board—Compensation Committee Interlocks] and [added: Insider Participation,” “Compensation Committee Report” and] “Executive Compensation,” which information is incorporated herein by reference.

Except as set forth below under the heading “Equity Compensation Plan Information,” information required by this item will be contained in the [removed: 2024] [added: 2025] Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management,” which information is incorporated herein by reference.

The following table contains information, as of July 31, [removed: 2024,] [added: 2025,] about the Company’s equity compensation plans under which Company shares have been authorized for issuance.

| Plan Category | | | | | | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and rights | | | | | | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights | | | | | | (c) Number of [removed: Security] [added: Securities] Remaining Available for Future Issuance Under Equity Compensation Plans | | |

| Equity compensation plans [added: not] approved by security holders | | | | | | [removed: 308,969 (1)] [added: 581,854 (2)] | | | | | | [removed: 187.25] [added: —] | | | | | | [removed: 26,273,929(3)(4)(5)] [added: — (6)] | | |

| Equity compensation plans [removed: not] approved by security holders | | | | | | [removed: 1,509,665 (2)] [added: 619,600 (1)] | | | | | | [removed: —] [added: 151.76] | | | | | | [removed: — (6)] [added: 25,864,838(3)(4)(5)] | | |

[removed: (1)107,295] [added: (1)145,762] of these shares were subject to share options outstanding under the ESPP, [removed: 3,194] [added: 1,482] of these shares were subject to share options outstanding under the Ferguson Enterprises Inc. International Sharesave Plan 2019 (“ISP”), [removed: 171,951] [added: 68,974] of these shares were subject to share awards outstanding under the Ferguson Enterprises Inc. Long Term Incentive Plan 2019 (“LTIP”) and [removed: 26,529] [added: 403,382] of these shares were subject to share awards outstanding under the Omnibus Plan.

[removed: (2)264,369] [added: (2)166,189] of these shares were subject to share awards outstanding under the Ferguson Enterprises Inc. Ordinary Share Plan 2019 (“OSP”), [removed: 1,245,296] [added: 415,665] of these shares were subject to share awards outstanding under the Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019 (“POSP”).

[removed: (3)19,538,458] [added: (3)19,498,954] shares of common stock remain available to be awarded under the ESPP.

[removed: (5)6,723,471] [added: (5)6,353,884] shares of common stock remain available for allotment under the Omnibus Plan (which provides for a limit of 6,750,000 shares of common stock that may be awarded under the plan, subject to adjustment due to recapitalization or reorganization or as otherwise provided under such plan).

| Total | | | | | | 1,201,454 | | | | | | 151.76 | | | | | | 25,864,838 | | |

| Total | | | | | | 1,818,634 | | | | | | 187.25 | | | | | | 26,273,929 | | |

The ISP also provides additional guidelines to determine the limitation of shares of common stock that can be granted.

The ISP determines that the Company cannot grant equity awards that would result in the issuance of shares of common stock that, when aggregated with awards issued and outstanding under all of the Company’s other equity plans, would exceed 10% of the Company’s issued ordinary share capital (adjusted for share issuance and cancellation) in any rolling 10-year period.

Information required by this item will be contained in the [removed: 2024] [added: 2025] Proxy Statement under the headings “Corporate Governance—Director Independence” and “Board Committees and Oversight—Related Party Transactions,” which information is incorporated herein by reference.

Information required by this item will be contained in the [removed: 2024] [added: 2025] Proxy Statement under the heading “Independent Registered Public Accounting Firm’s Fees and Services,” which information is incorporated herein by reference.

- Consolidated Statements of Earnings, Comprehensive Income, [removed: Shareholders’] [added: Stockholders’] Equity and Cash Flows for the years ended July 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

- Consolidated Balance Sheets as of July 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

| 2.1 | | | [Merger Agreement, dated as of February 29, 2024, by and among Ferguson [removed: (Jersey) Limited (f/k/a] [added: (](https://www.sec.gov/Archives/edgar/data/1832433/000119312524054384/d98015dex21.htm)[Delaware](https://www.sec.gov/Archives/edgar/data/1832433/000119312524054384/d98015dex21.htm)[)](https://www.sec.gov/Archives/edgar/data/1832433/000119312524054384/d98015dex21.htm) [Inc.](https://www.sec.gov/Archives/edgar/data/1832433/000119312524054384/d98015dex21.htm) [(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).](https://www.sec.gov/Archives/edgar/data/1832433/000119312524054384/d98015dex21.htm) | | | | | |

| 3.2 | | | [removed: [Amended] [added: [Second Amended] and Restated Bylaws of Ferguson Enterprises Inc. (incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] of the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on [removed: August 1, 2024).](https://www.sec.gov/Archives/edgar/data/2011641/000119312524190512/d866383dex32.htm)] [added: September 16, 2025).](https://www.sec.gov/Archives/edgar/data/2011641/000201164125000025/exhibit31amendedandrestate.htm)] | | | | | |

| [removed: 10.1] [added: 10.17] | | | [removed: [Amendment and Restatement] [added: [Thirteenth Amendment to Receivables Purchase] Agreement, dated October 7, 2022, [removed: by and] among Ferguson [removed: (Jersey) Limited (f/k/a] [added: Receivables, LLC, as seller,] Ferguson [removed: plc),] [added: Enterprises, LLC (f/k/a] Ferguson [removed: UK Holdings Limited, each of] [added: Enterprises, Inc.), as servicer,] the [added: originators, the] lenders [added: as conduit purchasers and committed purchasers, letters of credit banks and facility agents] party [added: each] thereto, [removed: and ING] [added: Royal] Bank [removed: N.V., London Branch, as agent] of [added: Canada, as administrative agent, and Ferguson plc (f/k/a Wolseley plc), as parent, amending] the [removed: lenders] [added: Receivables Purchase Agreement] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] of the Current Report on Form 8-K (File No. 001-40066) filed [removed: by Ferguson (Jersey) Limited (f/k/a] [added: by](https://www.sec.gov/Archives/edgar/data/1832433/000183243322000092/exhibit103fergusonrpaame.htm) [Ferguson (Delaware) Inc.](https://www.sec.gov/Archives/edgar/data/1832433/000183243322000092/exhibit103fergusonrpaame.htm) [(f/k/a] Ferguson plc) with the SEC on October 13, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1832433/000183243322000092/exhibit101fergusonamendmen.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1832433/000183243322000092/exhibit103fergusonrpaame.htm)] | | | | | |

| [removed: 10.3] [added: 10.1] | | | [removed: [Credit] [added: [Revolving Credit] Agreement, dated [removed: October 7, 2022,] [added: April 2, 2025,] by and among Ferguson [removed: (Jersey) Limited (f/k/a Ferguson plc),] [added: Enterprises Inc.,] as [removed: parent guarantor,] [added: borrower,] Ferguson UK Holdings Limited, as [removed: borrower, each of] [added: guarantor,] the lenders party [removed: thereto and PNC] [added: thereto, JPMorgan Chase] Bank, [removed: National Association,] [added: N.A.,] as administrative [removed: agent] [added: agent, the swingline lender and an issuing bank and the other lenders and issuing banks party thereto] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] of the Current Report on Form 8-K (File No. [removed: 001-40066)] [added: 001-42200)] filed by Ferguson [removed: (Jersey) Limited (f/k/a Ferguson plc)] [added: Enterprises Inc.] with the SEC on [removed: October 13, 2022).](https://www.sec.gov/Archives/edgar/data/1832433/000183243322000092/exhibit102ferguson-termloa.htm)] [added: April 3, 2025).](https://www.sec.gov/Archives/edgar/data/2011641/000155278125000129/e25140_ex10-1.htm)] | | | | | |