Ferguson Enterprises Inc. /DE/

Insider Trading Arrangements

None.

Amended and Restated Bylaws

On November 4, 2026, the Board approved and adopted the Company’s Amended and Restated Bylaws (the “Amended Bylaws”), effective immediately. Among other things, the Amended Bylaws:

•Revise the advance notice provisions for stockholder nominations and proposals to clarify that:

◦supporting a nomination or proposal means providing financial support;

◦“Public Disclosure,” means disclosure made by the Company; and

◦stockholders may authorize a representative to present a nomination or proposal by electronic transmission.

•Require any stockholder soliciting proxies from other stockholders to use a proxy card color other than white, which is reserved for the exclusive use of the Board.

•Clarify that an officer to whom the Board has delegated such authority may fill officer vacancies.

•Revise the indemnification and advancement provisions to clarify:

◦that mandatory advancement of expenses applies only in connection with the defense of a proceeding;

◦that an indemnitee may deliver the undertaking required to receive advancement either in a separate writing or by signing an indemnification agreement that includes the undertaking;

◦that officers appointed by another officer under authority delegated by the Board are officers for purposes of the indemnification bylaw; and

◦that indemnification and advancement are not available in a proceeding initiated by an indemnitee unless the commencement of the proceeding was authorized by the Board in advance.

The Amended Bylaws also include certain technical, clarifying and conforming changes, including, without limitation, updates to defined terms, deletion of unnecessary language and the removal of an obsolete transition provision.

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended Bylaws, filed as Exhibit 3.2 to this Quarterly Report.

Amendment and Restatement of Agreements Governing Receivables Facility

On November 6, 2026, the Company and certain of its subsidiaries entered into (i) an Amended and Restated Receivables Purchase Agreement (the “A&R Receivables Purchase Agreement”), among the Company, Ferguson Receivables, LLC (“FRL”) and certain other subsidiaries, the conduit purchasers, committed purchasers, letter of credit banks and facility agents party thereto, and Royal Bank of Canada, as administrative agent, and (ii) an Amended and Restated Purchase and Contribution Agreement (the “A&R Purchase and Contribution Agreement” and, together with the A&R Receivables Purchase Agreement, the “Amended Agreements”), among Ferguson Enterprises, LLC, FRL and certain other subsidiaries of the Company.

Among other things, the Amended Agreements: (i) extend the scheduled termination date of the Receivables Facility from October 29, 2027 to November 6, 2029; (ii) modify certain termination event provisions, including by increasing the cross-default and judgment thresholds that apply to the Company and its subsidiaries (other than FRL); and (iii) make certain other technical updates.

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the A&R Receivables Purchase Agreement and A&R Purchase and Contribution Agreement, filed as Exhibits 10.2 and 10.3, respectively, to this Quarterly Report.