Ferguson Enterprises 10-Q 2026-06-30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549****FORM 10-Q

For the quarterly period ended June 30, 2026

For the transition period from to

Commission File Number: 001-42200

Ferguson Enterprises Inc.****(Exact name of registrant as specified in its charter)

751 Lakefront Commons

Newport News, Virginia 23606

+1-757-874-7795

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of August 3, 2026, the number of outstanding shares of common stock was 193,452,717.

TABLE OF CONTENTS

CERTAIN TERMS

Unless otherwise specified or the context otherwise requires, the terms “Company,” “Ferguson,” “we,” “us,” and “our” and other similar terms used in this Quarterly Report on Form 10-Q (this “Quarterly Report”) refer to Ferguson Enterprises Inc. and its consolidated subsidiaries.

In connection with its fiscal year-end change from July 31st to December 31st, the Company filed audited financial statements for the five-month transition period from August 1, 2025 to December 31, 2025, on a Transition Report on Form 10-KT (the “Transition Report”). The condensed consolidated financial statements on this Quarterly Report should be read in conjunction with the financial statements and related notes thereto included in the Transition Report filed with the SEC on February 27, 2026. Except as otherwise specified or the context otherwise requires, references to years indicate the calendar year ended December 31st of the respective year. For example, references to the “second quarter of 2025” refer to the three months ended June 30, 2025.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report is forward-looking, including within the meaning of the Private Securities Litigation Reform Act of 1995, and involves risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements. Forward-looking statements cover all matters which are not historical facts and include, without limitation, statements or guidance regarding or relating to our future financial position, results of operations and growth, plans and objectives for the future including our capabilities and priorities, expectations regarding global and regional economic, market and political conditions, ability to manage supply chain challenges, pending acquisitions, including anticipated financing, synergies and financial impacts of such transactions, ability to manage the impact of product price fluctuations, pending acquisitions, including the anticipated timing, financing, synergies and financial impact of such transactions, our financial condition and liquidity, legal or regulatory changes, and other statements concerning the success of our business and strategies.

Forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “believes,” “estimates,” “anticipates,” “expects,” “forecasts,” “intends,” “continues,” “plans,” “projects,” “goal,” “target,” “aim,” “may,” “will,” “would,” “could” or “should” or, in each case, their negative or other variations or comparable terminology and other similar references to future periods. Forward-looking statements speak only as of the date on which they are made. They are not assurances of future performance and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Therefore, you should not place undue reliance on any of these forward-looking statements. Although we believe that the forward-looking statements contained in this Quarterly Report are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those contained in such forward-looking statements, including but not limited to:

• weakness in the economy, market trends, uncertainty and other conditions in the markets in which we operate and the macroeconomic impact of factors beyond our control (including, among others, inflation/deflation, recession, labor and wage pressures, trade restrictions such as tariffs, sanctions and retaliatory countermeasures, interest rates, and geopolitical conditions);

• failure to rapidly identify or effectively respond to direct and/or end customers’ wants, expectations or trends, including costs and potential problems associated with new or upgraded information technology systems or our ability to timely deploy new omni-channel capabilities;

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

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

• failure of a key information technology system or process as well as payment-related risks, including exposure to fraud or theft;

• privacy and protection of sensitive data failures, including failures due to data corruption, cybersecurity incidents, network security breaches or the use of AI;

• ineffectiveness of or disruption in our domestic or international supply chain or our fulfillment network, including delays in inventory availability at our distribution facilities and branches, increased delivery costs or lack of availability due to loss of key suppliers;

• failure to effectively manage and protect our facilities and inventory or to prevent personal injury to customers, suppliers or associates, including as a result of workplace violence;

• unsuccessful execution of our operational strategies, including the failure to quickly adapt our strategy to emerging technologies;

• failure to attract, retain and motivate key associates;

• exposure of associates, contractors, customers, suppliers and other individuals to health and safety risks and fleet incidents;

• risks associated with acquisitions, partnerships, joint ventures and other business combinations, dispositions or strategic transactions;

• 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 failure to achieve and maintain a high level of product and service quality or comply with responsible sourcing standards;

• inability to renew leases on favorable terms or at all, as well as any remaining obligations under a lease when we close a facility;

• changes in, interpretations of, or compliance with tax laws and accounting standards;

• our access to capital, indebtedness and changes in our credit ratings and outlook;

• fluctuations in product prices/costs (e.g., including as a result of the use of commodity-priced materials, inflation/deflation, trade restrictions and/or failure to qualify for or maintain supplier rebates) and foreign currency;

• funding risks related to our defined benefit pension plans;

• legal proceedings in the ordinary course of our business as well as any failure to comply with domestic and foreign laws, regulations and standards, as those laws, regulations and standards or interpretations and enforcement thereof may change;

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

• our failure to comply with the obligations associated with being a public company listed on the New York Stock Exchange (“NYSE”) and the costs associated therewith;

• the costs and risk exposure relating to sustainability matters and disclosures, including regulatory or legal requirements and disparate stakeholder expectations; and

• other risks and uncertainties as set forth under the heading “Risk Factors” in our Transition Report and in other filings we make with the SEC in the future.

Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Other than in accordance with our legal or regulatory obligations, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Part I - FINANCIAL INFORMATION

Ferguson Enterprises Inc.

Condensed Consolidated Statements of Earnings

(unaudited)

See accompanying Notes to the Condensed Consolidated Financial Statements.

Ferguson Enterprises Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

See accompanying Notes to the Condensed Consolidated Financial Statements.

Ferguson Enterprises Inc.

Condensed Consolidated Balance Sheets

(unaudited)

See accompanying Notes to the Condensed Consolidated Financial Statements.

Ferguson Enterprises Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

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Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to convey management’s perspective regarding the Company’s operational and financial performance for the three and six months ended June 30, 2026 and 2025, respectively. This MD&A should be read in conjunction with the unaudited condensed consolidated financial statements and related notes appearing in “Item 1. Financial Statements” of this Quarterly Report (the “Condensed Consolidated Financial Statements”) and the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” of the Transition Report.

The following discussion contains trend information and other forward-looking statements. Actual results could differ materially from those discussed in these forward-looking statements, as well as from our historical performance, due to various factors, including, but not limited to, those referred to in “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Quarterly Report.

Overview

Ferguson is a value-added distributor of essential water and air solutions, serving the specialized professional in the residential and non-residential North American construction markets. We help make our customers’ complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. Ferguson is headquartered in Newport News, Virginia.

The following table presents highlights of the Company’s performance for the periods below:

(1) The Company uses certain non-GAAP measures, which are not defined or specified under U.S. GAAP. See the section titled “Non-GAAP Reconciliations and Supplementary Information.”

For the second quarter of 2026, net sales increased by 4.6% compared with the second quarter of 2025, primarily due to price inflation, higher volume and incremental sales from acquisitions.

For the second quarter of 2026, operating profit increased by 6.1% (adjusted operating profit increased 2.9%), compared with the second quarter of 2025. The year-over-year change was driven by higher sales and the associated gross profit, partially offset by higher variable operating costs.

For the second quarter of 2026, diluted earnings per share was $3.43 (adjusted diluted earnings per share: $3.39), increasing 6.9% (5.3% on an adjusted basis) compared with the second quarter of 2025 due to higher net income and the impact of share repurchases.

Net cash provided by operating activities decreased to $716 million in the year-to-date period of 2026 compared with $1,123 million in the same period of 2025, primarily reflecting an increased investment in working capital and the timing of income tax payments due to the transition to a calendar year-end, partially offset by higher net income after adjusting for non-cash items.

Results of Operations

Net sales

For the second quarter of 2026, net sales were $8.8 billion, an increase of $0.4 billion, or 4.6%, compared with the second quarter of 2025. The increase in net sales was primarily driven by low single digit price inflation, higher volume and incremental sales from acquisitions of 1.0%. The Company’s increase in net sales was driven by growth in non-residential markets and, to a lesser extent, residential markets within its United States segment.

Net sales were $16.2 billion in the year-to-date period of 2026, an increase of $0.6 billion, or 4.2%, compared with the same period in 2025. The increase in net sales was primarily driven by low to mid-single digit price inflation and incremental sales from acquisitions of 0.9%, partially offset by lower sales volume.

Gross profit

Gross profit in the second quarter of 2026 increased $99 million, or 3.8%, compared with the second quarter of 2025, primarily reflecting increased net sales. Gross profit as a percentage of sales was 31.0% in the second quarter of 2026. Gross profit as a percent of sales was 31.2% in the second quarter of 2025. The decrease of 0.2% primarily reflects the timing and extent of supplier price increases in the prior year.

Gross profit in the year-to-date period of 2026 increased $201 million, or 4.2%, compared with the same period in 2025. Gross profit as a percentage of sales was flat in the year-over-year comparison.

Selling, general and administrative (“SG&A”) expenses

SG&A expenses in the second quarter of 2026 increased $68 million, or 4.1%, compared with the second quarter of 2025. SG&A as a percentage of sales was 19.6% in the second quarter of 2026 compared with 19.7% in the second quarter of 2025. The decrease in SG&A as a percentage of sales primarily reflects the timing and extent of certain incentive accruals in the prior year.

SG&A expenses in the year-to-date period of 2026 increased $110 million, or 3.4%, compared with the same period in 2025. SG&A as a percentage of sales was 20.5% in the year-to-date period of 2026 compared with 20.6% in the same period in 2025. The factors impacting the year-to-date comparisons were largely the same as those noted above for the quarter.

Income tax

Income tax expense was $180 million in the second quarter of 2026, an increase of $24 million, or 15.4%, compared with the second quarter of 2025. In the year-to-date period of 2026, income tax expense was $326 million, an increase of $46 million, or 16.4%, compared to the same period in 2025. In both year-over-year comparisons, the increases were mainly due to higher income before income taxes.

The Company’s effective tax rates were 21.3% and 19.7% for the second quarters of 2026 and 2025, respectively. The Company’s effective tax rates were 23.2% and 22.2% for the year-to-date periods of 2026 and 2025, respectively. In both year-over-year comparisons, the higher effective tax rates were primarily driven by adjustments related to prior year tax positions.

Net income

Net income for the second quarter and year-to-date periods of 2026 was $666 million and $1,080 million, respectively. These represented increases of $32 million, or 5.0%, and $101 million, or 10.3%, compared with the respective periods in 2025 due to the various elements described in the sections above.

Segment results

United States

Net sales for the United States segment were $8.3 billion in the second quarter of 2026, an increase of $0.4 billion, or 5.0%, compared with the second quarter of 2025. The increase in net sales was primarily driven by low single digit price inflation, along with volume growth and incremental sales from acquisitions of 1.0%. Net sales in non-residential markets, representing approximately half of revenue in the United States, increased approximately 8% compared with the second quarter of 2025. This increase was driven by commercial/mechanical, industrial and waterworks, including large capital project activity. Net sales in residential markets increased approximately 2% compared with the second quarter of 2025 due to growth in HVAC.

Net sales were $15.5 billion in the year-to-date period of 2026, an increase of $0.6 billion, or 4.3%, compared with the same period in 2025. The increase in net sales was primarily driven by low to mid-single digit price inflation and incremental sales from acquisitions of 0.8%. Net sales in non-residential markets increased approximately 8% compared with the year-to-date period of 2025. This increase was driven by commercial/mechanical, industrial and waterworks, including large capital project activity. Net sales in residential markets increased 1% compared with the year-to-date period of 2025 due to growth in HVAC, partially offset by weak new construction activity and soft repair, maintenance and improvement (“RMI”) work.

Adjusted operating profit for the United States segment was $925 million in the second quarter of 2026, an increase of $26 million, or 2.9%, compared with the second quarter of 2025, primarily reflecting higher sales and the associated gross profit, partially offset by higher variable operating costs.

Adjusted operating profit for the United States segment was $1.6 billion in the year-to-date period of 2026, an increase of $0.1 billion, or 4.7%, compared to the same period in 2025. The factors impacting the year-to-date comparison were largely the same as those noted above for the quarter.

Canada

Net sales for the Canada segment were $408 million in the second quarter of 2026, a decrease of $8 million, or 1.9%, compared with the second quarter of 2025. This decrease in net sales was primarily driven by the impact of non-core business divestments of 3.6%, along with lower sales volume, partially offset by low-single digit price inflation.

Net sales were $734 million in the year-to-date period of 2026, an increase of $9 million, or 1.2%, compared with the same period in 2025. The increase was primarily driven by low-single digit price inflation, incremental sales from acquisitions of 2.6% and the impact of foreign currency exchange rates of 1.9%. These increases were partially offset by the impact of non-core business divestments of 4.1%, along with lower sales volume.

Adjusted operating profit for the Canada segment decreased by $1 million in the second quarter of 2026, compared with the second quarter of 2025 due to lower gross margins, partially offset by lower operating costs.

Adjusted operating profit for the Canada segment decreased by $2 million in the year-to-date period of 2026. The factors impacting the year-to-date comparison were largely the same as those noted above for the quarter.

Non-GAAP Reconciliations and Supplementary Information

The Company reports its financial results in accordance with U.S. GAAP. However, the Company believes certain non-GAAP financial measures provide users of the Company’s financial information with additional meaningful information to assist in understanding financial results and assessing the Company’s performance from period to period. These non-GAAP financial measures include adjusted operating profit, adjusted net income and adjusted earnings per share (“adjusted EPS”) - diluted. Management believes these measures are important indicators of operations because they exclude items that may not be indicative of our core operating results and provide a better baseline for analyzing trends in our underlying businesses, and they are consistent with how business performance is planned, reported and assessed internally by management and the Company’s Board of Directors (the “Board”). Such non-GAAP adjustments include amortization of acquired intangible assets, discrete tax items, and any other items that are non-recurring. Non-recurring items may include various restructuring charges, gains or losses on the disposals of businesses which by their nature do not reflect primary operations, as well as certain other items deemed non-recurring in nature and/or that are not a result of the Company’s primary operations. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These non-GAAP financial measures should not be considered in isolation or as a substitute for results reported under U.S. GAAP. These non-GAAP financial measures reflect an additional way of viewing aspects of operations that, when viewed with U.S. GAAP results, provide a more complete understanding of the business. The Company strongly encourages investors and shareholders to review the Company’s financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Reconciliation of net income to adjusted operating profit

The following table reconciles net income (U.S. GAAP) to adjusted operating profit (non-GAAP):

(1)For the three and six months ended June 30, 2026 and 2025, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States.

(2)For the three and six months ended June 30, 2025, business restructuring expenses primarily 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.

Reconciliation of net income to adjusted net income and adjusted EPS - diluted

The following table reconciles net income (U.S. GAAP) to adjusted net income and adjusted EPS - diluted (non-GAAP):

(1)Per share on a dilutive basis.

(2)For the three and six months ended June 30, 2026 and 2025, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States.

(3)For the three and six months ended June 30, 2025, business restructuring expenses primarily 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.

(4)For the three and six months ended June 30, 2026 and 2025, discrete tax adjustments were mainly related to the release of uncertain tax positions due to the lapsing of statute of limitations, adjustments related to prior year tax positions, as well as tax treatment of certain compensation items that were not individually significant.

(5)For the three and six months ended June 30, 2026, the tax impact on non-GAAP adjustments primarily related to the amortization of acquired intangibles. For the three and six months ended June 30, 2025, the tax impact on non-GAAP adjustments related to the restructuring expenses and the amortization of acquired intangibles.

Liquidity and Capital Resources

The Company believes its current cash position coupled with cash flow anticipated to be generated from operations and access to capital should be sufficient to meet its operating cash requirements for the next 12 months and will also enable the Company to invest and fund capital expenditures, acquisitions, dividend payments, share repurchases, required debt payments and other contractual obligations through the next several years. The Company also anticipates that it has the ability to obtain alternative sources of financing, if necessary.

The Company’s material cash requirements include contractual and other obligations arising in the normal course of business. These obligations primarily include debt service and related interest payments, operating lease obligations and other purchase obligations. The nature and composition of such existing cash requirements have not materially changed from those disclosed in the Transition Report other than items updated in this Quarterly Report.

On July 13, 2026, the Company announced that it has entered into a definitive agreement to acquire FWI Holdings, Inc. for approximately $1.6 billion. The Company has committed financing for the acquisition and expects to fund the acquisition through a combination of available cash and borrowings under such financing arrangements. The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions.

Cash flows

As of June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents of $437 million and $557 million, respectively. In addition to cash, the Company had $1.6 billion of available liquidity from undrawn debt facilities as of June 30, 2026.

As of June 30, 2026, the Company’s total debt was $4.9 billion. The Company anticipates that it will be able to meet its debt obligations as they become due.

Cash flows from operating activities

Net cash provided by operating activities was $716 million and $1,123 million for the year-to-date periods of 2026 and 2025, respectively. The $407 million decrease was mainly due to an increased investment in working capital and the timing of both income tax payments and cash incentive payouts due to the transition to a calendar year-end, partially offset by higher net income (adjusted for non-cash items). The increase in working capital was primarily driven by an increase in receivables due to increased sales as well as the timing of collections year-over-year and higher inventory purchases in consideration of customer demand, which was partially offset by the timing of vendor payments compared with the prior year.

Cash flows from investing activities

Capital expenditures totaled $234 million and $141 million for the year-to-date periods of 2026 and 2025, respectively. These investments were primarily for strategic projects to support future growth, such as new market distribution centers, our branch network and new technology. In addition, the Company invested $583 million and $226 million in new acquisitions for the six months ended June 30, 2026 and 2025, respectively.

Cash flows from financing activities

Dividends paid to shareholders were $347 million and $330 million for the year-to-date periods of 2026 and 2025, respectively.

Share repurchases under the Company’s authorized share repurchase programs were $438 million and $428 million for the year-to-date periods of 2026 and 2025, respectively.

Net proceeds from debt transactions were $775 million compared with net payments of $225 million for the year-to-date periods of 2026 and 2025, respectively. In the year-to-date period of 2026, the Company had net borrowings of $525 million under the Receivables Facility and $250 million under the Revolving Facility (each, defined below). In the year-to-date period of 2025, the Company had net repayments of $225 million under the Receivables Facility.

Debt facilities

The following section summarizes certain material provisions of our long-term debt facilities and current obligations. The following description is only a summary, does not purport to be complete and is qualified in its entirety by reference to the documents governing such indebtedness.

Private Placement Notes

In June 2015 and November 2017, Wolseley Capital, Inc., a wholly-owned subsidiary of the Company, privately placed fixed rate notes (the “Private Placement Notes”). As of June 30, 2026, $300 million in Private Placement Notes remain outstanding.

In November 2026, $150 million of private placement notes will mature.

Unsecured Senior Notes

The Company has issued $3.85 billion in various issuances of unsecured senior notes.

In April 2027, $300 million of unsecured senior notes will mature.

Receivables Securitization Facility

The Company maintains a Receivables Securitization Facility with an aggregate total available amount of $900 million (the “Receivables Facility”). The Company has the ability to increase the aggregate total available amount under the Receivables Facility up to a total of $1.5 billion from time to time, subject to lender participation. As of June 30, 2026, $525 million borrowings were outstanding under the Receivables Facility.

Revolving Credit Facility

The Company, pursuant to a revolving credit agreement (the “Revolving Credit Agreement”), maintains a revolving credit facility that has aggregate total available credit commitments of $1.5 billion (the “Revolving Facility”). The Revolving Credit Agreement provides the Company with the ability to increase from time to time the aggregate capacity of the facility by $500 million under certain conditions, including the receipt of additional or increased lender commitments. As of June 30, 2026, $250 million borrowings were outstanding under the Revolving Facility.

Other

The Company was in compliance with all debt covenants that were in effect as of June 30, 2026.

See Note 5, Debt to the Condensed Consolidated Financial Statements and the notes to the consolidated financial statements in “Item 8. Financial Statements and Supplementary Data” of the Transition Report for further details.

There have been no significant changes to the Company’s policies on accounting for, valuing or managing the risk of financial instruments during the three months ended June 30, 2026.

Guarantor Disclosures

Ferguson Enterprises Inc. (the “Issuer”) is the issuer of the 4.350% Senior Notes due 2031 and 5.000% Senior Notes due 2034. The obligations under both series of senior notes are unsecured and are fully and unconditionally guaranteed on an unsecured basis by Ferguson UK Holdings Limited (the “Guarantor” and together with the Issuer, the “Obligor Group”).

The Issuer is a holding company that primarily repurchases shares and pays dividends, issues and services third-party debt obligations, and engages in certain corporate and headquarters activities, as well as holds an investment in its direct subsidiary, that primarily holds investments in and borrows from the Guarantor. The Guarantor is a holding company that primarily issues and services third-party debt obligations and holds investments in, borrows from and lends to non-guarantor subsidiary operating companies. These activities are generally funded by non-guarantor subsidiaries. The Guarantor is a private limited company incorporated under the laws of England and Wales and an indirect subsidiary of the Issuer.

Summarized Financial Information of Obligor Group

The following tables present the summarized financial information specified in Rule 1-02(bb)(1) of Regulation S-X for the Obligor Group on a combined basis, after elimination of intercompany transactions and balances between the Obligor Group, and excluding the investments in and equity in the earnings of any non-guarantor subsidiaries. The summarized financial information has been prepared in accordance with Rule 13-01 of Regulation S-X. The summarized financial information should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included herein and the audited consolidated financial statements and notes thereto included in the Transition Report.

(1)Includes income from intercompany transaction with non-guarantor subsidiaries, primarily from non-cash dividend transactions.

Critical accounting policies and estimates

There have been no material changes to our critical accounting policies as disclosed in the Transition Report.

There have been no material changes to the quantitative and qualitative disclosures about market risk disclosed in the Transition Report.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly 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 U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2026. The term “disclosure controls and procedures” means controls and other procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well conceived and operated, can only provide reasonable assurance that the objectives of the disclosure controls and procedures are met.

Based on their evaluation as of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to such lawsuits, claims and proceedings, the Company records reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not expect any of its pending legal proceedings to have a material adverse effect on its results of operations, financial position or cash flows. The Company maintains liability insurance for certain risks that are subject to certain self-insurance limits.

As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Transition Report. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

**Item 2.**Unregistered Sales of Equity Securities and Use of Proceeds

Issuer purchases of equity shares

The following table presents the number and average price of shares purchased in each month of the second quarter of 2026:

(1)On April 30, 2026, the Board authorized a new share repurchase program of up to $2 billion in aggregate purchases of common stock, replacing the prior program. As of June 30, 2026, the Company has completed $136 million in share repurchases under the April 2026 program.

Insider trading arrangements

Due to the Company’s change in fiscal year end, certain previously granted equity awards are now scheduled to vest during a period in which the Company’s insider trading policy restricts trading for certain individuals. This timing misalignment is expected to recur until all outstanding awards granted under the Company’s former fiscal year reporting cycle have vested. To facilitate the sale of shares to be received upon the vesting of such awards, the following officers adopted Rule 10b5-1 trading arrangements1, as defined in Item 408(a) of Regulation S-K (“Plan”), during the quarter ended June 30, 2026:

(1)During the quarter, no director or officer (i) terminated a Plan or (ii) adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

(2)The Plans provide for the sale of a specified percentage of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by the Company to satisfy applicable taxes. The actual number of shares to be sold pursuant to each Plan may vary and will depend upon, as applicable, the vesting of performance-based awards, future dividend equivalent accruals with respect to awards that include dividend equivalent rights, as well as the number of shares withheld for tax purposes. For purposes of this disclosure, any shares underlying performance-based equity awards were calculated at target and the total number of shares underlying any equity awards with dividend equivalent rights include the dividend equivalents accrued as of the date of each Plan.

(3)Each Plan expires on the date shown above, subject to earlier termination as provided in each Plan.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

• Filed herewith

** Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

August 10, 2026