Ferguson Enterprises Inc. /DE/

Ferguson at a Glance

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. 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.

Core Strengths

Through scale deployed locally utilizing our world-class supply chain, value-added solutions and digital tools, along with our expert associates, we help meet our customers’ unique needs. We look to generate long-term shareholder value by investing for organic growth, consolidating our fragmented markets through acquisitions and returning surplus capital to shareholders.

Overview

Balanced Market Exposure*

Our balanced approach to end markets allows us to leverage scale in attractive markets with a resilient business model.

• Residential/non-residential and RMI/new construction proportions are approximates and derived from management estimates as of July 31, 2025.

Fiscal 2025 Performance

We delivered a strong performance in fiscal year 2025 despite challenging end markets during the year. Net sales of $30.8B were 3.8% higher than last year as we continued to consolidate our markets with above market share gains and high-quality acquisitions.

Operating profit of $2,606 million was $46 million lower than last year with diluted earnings per share of $9.32, an increase of 9.3%. Adjusted operating profit* of $2,842 million was $18 million higher than last year with adjusted diluted earnings per share* of $9.94, an increase of 2.6% principally arising due to adjusted operating profit growth and the impact of share repurchases.

Cash generation remains an important strength of our business, with operating cash flow of approximately $1.9B during the year. Our cash generative model and strong balance sheet allowed us to invest for organic growth, sustainably grow our dividend, consolidate our fragmented markets through acquisitions and return capital to shareholders. During the year we invested $0.3B in capital expenditures, paid $0.5B of dividends, invested $0.3B in nine acquisitions and repurchased 5.0 million of our outstanding shares equating to $0.9B.

The Board declared total annual dividends for the fiscal year of $3.32 per share which reflects 5% growth over the prior year.

Net sales

Adjusted EPS — diluted*

Adjusted operating profit*

Return on capital employed (ROCE)*

• Adjusted operating profit, Adjusted EPS – diluted and Return on capital employed (ROCE) are non-GAAP measures. See the section of this Proxy Statement titled “Non-GAAP Reconciliations and Supplementary Information” for more information and a reconciliation of the non-GAAP measure to the most comparable measure under accounting principles generally accepted in the United States (“U.S. GAAP”).

Governance and Compensation Highlights

For more information about our compensation governance practices, see the section below titled “Compensation Discussion and Analysis—Executive Summary—Pay Decisions and Compensation Governance Policies and Practices” on page 39.

Our Director Nominees

Our Director nominees possess a range of diverse backgrounds, skills, experience, personality, tenure and viewpoints that we believe are integral to an effective and well-functioning board. Detailed information about each Director nominee’s qualifications, experience and expertise can be found in their biographies starting on page 8.

Tenure

4.7 years average tenure

Independent

82% independent

Age

average age of 61 years old

CEO/CFO

73% current or former CEO or

CFO of a public company

Gender

36% female

Race/Ethnicity

18% racially/ethnically diverse

Skills and Experience

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