Ferguson Enterprises Inc. /DE/

Ferguson at a Glance

Ferguson is North America’s largest value-added distributor of essential water and air solutions, serving specialized professionals in our $340B residential and non-residential 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.

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.

• Resi/non-resi and RMI/new construction proportions are approximates and derived from management estimates as of December 31, 2025.

Five-Month Transition Period Performance Highlights

We delivered a strong performance during the five-month transition period ended December 31, 2025 despite an uncertain environment. Net sales of $12.8 billion were 4.5% higher than the same five-month period in 2024 with above market share gains.

Operating profit of $1,099 million was $183 million higher than the comparative period in 2024 with diluted earnings per share of $4.01, anincrease of 26.5%. Adjusted operating profit* of $1,153 million was $170 million higher than the comparative period in 2024 with adjusted diluted earnings per share* of $4.01, an increase of 18.6% 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 $859 million during the five-month transition period. 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 five-month transition period, we invested $185 million in capital expenditures, paid $326 million of dividends, invested $21 million in one acquisition and repurchased 1.8 million of our outstanding shares equating to $407 million.

The following are key highlights of our performance for the five-month transition period ended December 31, 2025:

• Adjusted operating profit and Adjusted EPS – diluted 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”).

** Capital deployment includes cash outflow from capital expenditures, dividends, acquisitions and share repurchases.

For information on results for the twelve months ended December 31, 2025, please review the earning press release for the period ended December 31, 2025 on the Events, Results and Reports page of the Investors tab of our website atcorporate.ferguson.com.

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 38.

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 7.

Tenure

5.3 years average tenure

Independent

82% independent

Age

average age of 62 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