Ferguson Enterprises Inc. /DE/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☒ Definitive Proxy Statement

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☐ Soliciting Material under §240.14a-12

Ferguson Enterprises Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Who We Are

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

Our Purpose

We help make our customers' complex projects simple, successful and sustainable.

We provide expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more.

Our Vision

To be the ultimate project success company.

At Ferguson, we have a very distinctive culture anchored in customer service. We are a relationship business. Together we help build more than homes and office buildings. We help build relationships, trust, confidence and community. That's the Ferguson Way.

Dear Fellow Shareholders,

On behalf of the board of directors of Ferguson Enterprises Inc. (the “Board”), you are cordially invited to attend the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) of Ferguson Enterprises Inc. ("Ferguson", or the “Company”) on Wednesday, December 3, 2025 at 4:00 p.m. Eastern Time in Newport News, VA.

Delivering on Our Strategic Priorities

This year, Ferguson debuted on the 2025 Fortune 500 list in the 146th position. This milestone reflects our impact on the North American construction industry and reinforces our position as the largest value-added distributor in our $340B residential and non-residential construction markets. We remain focused on Ferguson's vision to be the ultimate project success company, helping to make customers’ complex projects simple, successful and sustainable.

Strong Governance Practices and Board Composition

We remain deeply committed to strong corporate governance and effective oversight. Our governance practices and policies are regularly reviewed and updated to serve the best interests of the Company so that we operate efficiently and responsibly for our shareholders and other stakeholders. Further details of these policies and practices are set out on pages 15-18 of the accompanying Proxy Statement.

As a Board, we are committed to ensuring that we have the collective skills, experience and perspectives that, taken together, can provide effective oversight. We also look to balance fresh perspectives with the insights of longer-tenured directors. Six independent Directors have joined the Board in the past five years, demonstrating our commitment to Board refreshment.

This year, each of the 11 incumbent Directors is standing for re-election. We believe we have a strong Board that is highly engaged in overseeing the Company’s strategic initiatives and delivering long-term value to shareholders. The slate of Director nominees contains a broad range of experience and skills from a variety of industries and roles which complement each other. A summary of the skills and experience of each Director nominee is set out on page 8 of the accompanying Proxy Statement.

Change in Fiscal Year End

The Board approved a change in Ferguson's fiscal year end from July 31st to December 31st, with the Company's new fiscal year commencing on January 1, 2026. Aligning our fiscal year with the calendar year is a natural extension of our corporate headquarters move to the U.S. and allows our associates to remain focused on our customers during our busiest season. A summary of the fiscal year change's expected impact on the timing of the 2026 annual meeting of stockholders can be found beginning on page 80 of the accompanying Proxy Statement.

Your Vote Matters

Further details about the 2025 Annual Meeting and voting can be found beginning on page 82 of the accompanying Proxy Statement. Your vote matters. You are encouraged to appoint myself and Ian Graham, our Chief Legal Officer & Corporate Secretary, as your proxies. This ensures that your vote will be counted if you are not able to attend the 2025 Annual Meeting.

On behalf of the Board, we thank you for your continued investment and support in Ferguson. As always, we remain committed to serving our shareholders.

Regards,

Geoff DrabbleBoard ChairOctober 15, 2025

Notice of Annual Meeting

Notice is hereby given that the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) of Ferguson Enterprises Inc. (the “Company”) will be held on December 3, 2025 at 4:00 p.m. Eastern Time at the Newport News Marriott at City Center, 740 Town Center Drive, Newport News, VA 23606.

Items of Business

Shareholders will also transact such other business as may properly come before the 2025 Annual Meeting or any adjournment or postponement thereof.

By order of the Board,

Ian GrahamChief Legal Officer & Corporate SecretaryOctober 15, 2025

2025 PROXY STATEMENT

Proxy Statement for the 2025 Annual Meeting

This Proxy Statement relates to the solicitation of votes or proxies by Ferguson Enterprises Inc., on behalf of the Board, for use at the 2025 Annual Meeting and at any adjournment or postponement of such meeting.

As previously announced, the Board approved a change in the Company’s fiscal year from a fiscal year ending on July 31st of each year to a fiscal year ending on December 31st of each year. The Company's new fiscal year will commence on January 1, 2026. As a result of such change, there is a five-month transition period from August 1, 2025 to December 31, 2025.

Unless otherwise specified or the context otherwise requires:

•the terms “Company”, “Ferguson”, “we”, “us”, “our” and other similar terms used in this Proxy Statement refer to Ferguson Enterprises Inc. and its consolidated subsidiaries;

•references to years indicate our fiscal year ended July 31st of the respective year. For example, references to “fiscal 2025” or similar references refer to the fiscal year ended July 31, 2025; and

•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.

The Company’s website address iscorporate.ferguson.com. We include website addresses throughout this Proxy Statement for reference only. The information contained in, or available through, these websites is not part of, or incorporated by reference into, this Proxy Statement. Addresses, including electronic addresses provided in this Proxy Statement, are provided solely for the purposes so specified. You may not use any electronic address provided in this Proxy Statement or other proxy materials to communicate with the Company for any purpose other than those expressly stated herein or therein.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on December 3, 2025

We have elected to take advantage of the U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to provide shareholders access to our proxy materials over the internet. Our Annual Report for the fiscal year ended July 31, 2025 (the “FY25 Annual Report”) and the 2025 Notice of Annual Meeting and Proxy Statement are available atproxyvote.com.

Beginning on October 15, 2025, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions regarding how to access our FY25 Annual Report and the 2025 Notice of Annual Meeting and Proxy Statement online. The Notice of Internet Availability contains instructions regarding how you can elect to receive these proxy materials in printed form by mail or electronically by email. This election to receive proxy materials by mail or email will remain in effect until you terminate it.

2025 PROXY STATEMENT

2025 PROXY STATEMENT