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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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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Dear Fellow Shareholders,

On behalf of the board of directors of Ferguson Enterprises Inc. (the “Board”), it is our pleasure to invite you to attend the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of Ferguson Enterprises Inc. (“Ferguson”, or the “Company”) on Thursday, April 30, 2026 at 4:00 p.m. Eastern Time atwww.virtualshareholdermeeting.com/FERG2026. We have decided to hold the 2026 Annual Meeting exclusively online. We believe hosting a virtual meeting enables shareholders to attend and participate fully and equally while improving meeting efficiency and our ability to effectively communicate and engage with shareholders regardless of their resources or physical location.

Delivering on Our Strategic Priorities

We believe we are uniquely positioned to provide essential water and air solutions for the complex needs of the specialized professional in our $340B residential and non-residential construction markets. We believe our scale and capabilities, combined with multi-year market opportunities in large capital projects, water infrastructure investment, climate and comfort and aging and underbuilt housing, will allow us to continue outperforming the market and deliver shareholder value over the longer term.

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 ensure we operate efficiently and responsibly for our shareholders and other stakeholders. Further details of these policies and practices are set out on pages 14-17 of the accompanying Proxy Statement.

Through thoughtful refreshment, we have built a highly engaged Board that effectively brings its collective independent judgment to bear on Ferguson’s long-term strategic priorities. Our directors possess a balanced mix of skills, experience and perspectives that support our business objectives as we navigate a dynamic environment. A summary of the skills and experience of each Director nominee is set out beginning on page 7 of the accompanying Proxy Statement.

As always, we continue to evaluate our Board’s composition, leadership structure and governance practices with an eye towards the future, and in consideration of evolving best practices.

Successful Transition of Fiscal Year End

As of January 1, 2026, we completed the transition of Ferguson's fiscal year end from July 31st to December 31st. 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.

Your Vote Matters

Further details about the 2026 Annual Meeting, including how to attend and vote, can be found beginning on page 74 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 2026 Annual Meeting.

The Board thanks you for your continued investment and support in Ferguson.

Regards,

Geoff DrabbleBoard ChairMarch 16, 2026

Notice of Annual Meeting

Notice is hereby given that the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of Ferguson Enterprises Inc. (the “Company”) will be held virtually via webcast at 4:00 p.m. Eastern Time on Thursday, April 30, 2026 atwww.virtualshareholdermeeting.com/FERG2026.

Items of Business

Shareholders will also transact such other business as may properly come before the 2026 Annual Meeting or any adjournment or postponement thereof.

Attending the Virtual MeetingThe 2026 Annual Meeting will be conducted in a virtual format. We have designed the virtual 2026 Annual Meeting to provide shareholders with substantially the same opportunities to participate as if the meeting were held in person. To participate in the virtual 2026 Annual Meeting, please visit www.virtualshareholdermeeting.com/FERG2026 and enter the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the voting instruction form provided by your bank or broker. During the 2026 Annual Meeting, you may vote and submit questions by following the instructions provided on the meeting website. Please see “Questions and Answers About the 2026 Annual Meeting” beginning on page 74 of the accompanying Proxy Statement for more information about participating in the virtual 2026 Annual Meeting. Even if you plan to attend and participate in the 2026 Annual Meeting, we encourage you to vote your shares in advance using one of the methods described above to confirm your vote will be represented.

By order of the Board,

Ian GrahamChief Legal Officer & Corporate SecretaryMarch 16, 2026

2026 PROXY STATEMENT

Proxy Statement for the 2026 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 2026 Annual Meeting and at any adjournment or postponement of such meeting.

As previously announced in September 2025, 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. As a result of such change, there was a five-month transition period from August 1, 2025 to December 31, 2025. The Company's current fiscal year commenced on January 1, 2026.

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;

•the terms “transition period” or “TP” refer to the five-month period from August 1, 2025 to December 31, 2025 as the Company transitioned from a July 31st fiscal year end to a December 31st fiscal year end; and

•references to years indicate (i) our fiscal year ended July 31st for periods prior to the transition period and (ii) our fiscal year ended December 31st for periods following the transition period. For example, references to “fiscal 2025” or similar references refer to the fiscal year ended July 31, 2025 and references to “fiscal 2026” or similar references refer to the fiscal year ending December 31, 2026.

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

April 30, 2026

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. The Transition Report on Form 10-KT for the five-month transition period ended December 31, 2025 (the “Transition Report”) and the 2026 Notice of Annual Meeting and Proxy Statement are available atproxyvote.com.

Beginning on March 16, 2026, we mailed to our shareholders as of March 3, 2026 a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions regarding how to access our Transition Report and the 2026 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.

2026 PROXY STATEMENT

2026 PROXY STATEMENT