Ferguson Enterprises Inc DE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended July 31, 2024

For the transition period from to

Commission File Number:001-42200

(Exact name of registrant as specified in its charter)

751 Lakefront Commons

Newport News, Virginia 23606

+1-757-874-7795

Securities registered pursuant to Section 12(g) of the Act: None

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☒Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.☐Yes☒ No

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 and 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financing reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

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, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was $38,089,217,655. As of September 20, 2024, the number of outstanding shares of common stock was 200,739,472.

• 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.

Documents Incorporated by Reference:

The information required by Part III of this Annual Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting to be held in 2024, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report relates (the “2024 Proxy Statement”).

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