DEF 14A of Ferguson Enterprises Inc. /DE/, Oct 15, 2025

DEF 14A of Ferguson Enterprises Inc. /DE/

Filed Oct 15, 2025 · FY20250002011641-25-000045

Open on EDGAR

  1. Our Director Nominees

    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.

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Position | | Rekha Agrawal | Independent Director | | Kelly Baker | Independent Director | | Rick Beckwitt | Independent Director | | Bill Brundage | Chief Financial Officer and Director | | Geoff Drabble | Independent Board Chair | | Cathy Halligan | Independent Director | | Brian May | Independent Director | | James S. Metcalf | Independent Director | | Kevin Murphy | President & Chief Executive Officer and Director | | Alan Murray | Independent Director | | Suzanne Wood | Independent Director |

  4. Director Nominee Biographies

    Director Nominee Biographies Set forth below are the biographies for each of the 11 individuals nominated by the Board for election at the 2025 Annual Meeting.

  5. Director Nominee Biographies

    | | Ms. Agrawal was appointed as a Non-Employee Director in June 2024. Ms. Agrawal currently serves as the chief executive officer of KiddeFenwal, an industrial and commercial fire suppression systems and safety controls manufacturer. Previously, Ms. Agrawal served as operating partner at Morgan Stanley Infrastructure Partners Inc. ("Morgan Stanley") from February 2021 to November 2024. In connection with her prior role at Morgan Stanley, Ms. Agrawal served on the boards of acquired companies across multiple industries, participating in oversight of policies and risk management in areas such as environmental, technology and cybersecurity and collaborating with CEOs on strategy and executive talent. Prior to this, Ms. Agrawal served as vice president and general manager of Fire Suppression Products at Johnson Controls International plc between 2017 and 2021, where she had profit and loss responsibilities of a $1.3 billion global business with a product portfolio sold in 70 countries and manufactured in 15 countries. From 2015 to 2017, Ms. Agrawal served as vice president and general manager of the Water and Mechanical Segment at Tyco Fire Protection Products, where she drove product strategy, was responsible for integrating acquisitions and oversaw teams across the sales, engineering, supply chain, manufacturing, human resources and finance groups. | | REKHA AGRAWAL Independent Director Age: 55 Director since: June 2024 Board Committees: •Nominations & Governance | | | | Specific Skills and Qualifications Extensive executive experience leading businesses focused both in services and manufacturing; global experience beneficial to assessing risk across supply chain; commitment to operational excellence. Other Public Company Directorships None. |

  6. Director Nominee Biographies

    | | Ms. Baker was appointed as a Non-Employee Director in May 2021. Ms. Baker currently serves as the executive vice president and chief human resources officer at Thrivent Financial for Lutherans, a Fortune 500 not-for-profit diversified financial services organization. Ms. Baker served as executive vice president and chief human resources officer of Pentair plc, a manufacturer of water products, from 2017 to 2021. Between 2016 and 2017, Ms. Baker served as executive vice president and chief human resources officer at Patterson Companies Inc., a value-added distributor serving dental and animal health markets. Ms. Baker spent over 20 years with General Mills Inc., the global food manufacturer, in a variety of roles, including vice president of human resources U.S. retail and marketing, vice president of human resources corporate groups and vice president of diversity and inclusion. Ms. Baker also has experience serving on a private company board of directors. | | KELLY BAKER Independent Director Age: 56 Director since: May 2021 Board Committees: •Compensation (Chair) | | | | Specific Skills and Qualifications Extensive human resources and operational experience; wide-ranging international business and functional experience; experience leading the people, organizational and cultural developments across a number of U.S.-based, global public companies. Other Public Company Directorships None. |

  7. Director Nominee Biographies

    | 8 | 2025 PROXY STATEMENT | |

  8. Director Nominee Biographies

    | | Mr. Beckwitt was appointed as a Non-Employee Director in June 2024. Mr. Beckwitt previously served as the co-chief executive officer and co-president of Lennar Corporation (“Lennar”) from November 2020 until his retirement in September 2023. He joined Lennar in March 2006 as an executive vice president, became president in April 2011 and was promoted to chief executive officer in April 2018. From 1993 to March 2000, he held various executive officer positions at D.R. Horton, including president of the company. From March 2000 to April 2003, Mr. Beckwitt was the owner and principal of EVP Capital, L.P., the general partner of D.R. Horton’s Encore Venture Partners, a venture capital company. From 1986 to 1993, Mr. Beckwitt worked in the mergers and acquisitions and corporate finance departments at Lehman Brothers. | | RICK BECKWITT Independent Director Age: 66 Director since: June 2024 Board Committees: •Compensation | | | | Specific Skills and Qualifications Deep knowledge of the homebuilding and real estate industries gained through executive roles at public companies; extensive leadership and operational experience, with broad insight into strategic planning and risk oversight. Other Public Company Directorships Member, Eagle Materials Inc. Former Public Company Directorships Member, Lennar Corporation from 2018 until 2023; Member, Five Point Holdings, LLC from 2016 to 2020; Member, D.R. Horton, Inc. from 1993 to 2003. |

  9. Director Nominee Biographies

    | | Mr. Brundage was appointed as a Director and Chief Financial Officer in November 2020. Mr. Brundage has served as the chief financial officer of Ferguson Enterprises, LLC (“FEL”), the Company’s U.S. operating subsidiary, since 2017, and previously served at FEL as senior vice president of finance from 2016 to 2017 and vice president of finance from 2008 to 2016. Mr. Brundage joined Ferguson in 2003 as manager of finance and was promoted to corporate controller of FEL two years later. Previously, Mr. Brundage spent five years at PricewaterhouseCoopers in the U.S. As the Company’s CFO, Mr. Brundage brings his business acumen and deep industry knowledge to the Board in addition to providing invaluable insights into Ferguson’s opportunities and risks. | | BILL BRUNDAGE Chief Financial Officer and Director Age: 49 Director since: Nov 2020 Board Committees: •None | | | | Specific Skills and Qualifications Extensive Company experience; considerable financial management and operational experience; significant knowledge of the Company and the Company’s industry. Other Public Company Directorships None. |

  10. Director Nominee Biographies

    | | 2025 PROXY STATEMENT | 9 |

  11. Director Nominee Biographies

    | | Mr. Drabble was appointed as a Non-Employee Director in May 2019 and as Board Chair in November 2019. Mr. Drabble served as chief executive of Ashtead Group plc, a FTSE 100 international equipment rental company, from 2007 to 2019, during which he presided over a period of unprecedented growth in the business and was instrumental in creating a strong culture. He was previously an executive director of The Laird Group PLC, a former British-based electronics and technology business, where he was responsible for its Building Products division, and held a number of senior management positions at Black & Decker, the American manufacturer of power tools, accessories, hardware, home improvement products, home appliances and fastening systems. | | GEOFF DRABBLE Independent Board Chair Age: 65 Director since: May 2019 Board Committees: •Compensation •Nominations & Governance | | | | Specific Skills and Qualifications Extensive leadership experience in the distribution, technology and manufacturing sectors as a chief executive officer; deep knowledge of U.S. markets and operating conditions; significant experience as a board member. Other Public Company Directorships Chair, Travis Perkins plc Former Public Company Directorships Member (2020 to 2021) and Chair (2021 to 2025), DS Smith Plc; Member, Howden Joinery Group Plc from 2015 to 2023; Member, Ashtead Group plc from 2005 to 2019; Member, The Laird Group PLC from 2000 to 2006. |

  12. Director Nominee Biographies

    | | Ms. Halligan was appointed as a Non-Employee Director in January 2019. Between 2010 and 2012, Ms. Halligan was senior vice president sales and marketing of PowerReviews, a software as a service social commerce solution. Prior to that, she held executive marketing and e-commerce roles at Walmart, including chief marketing officer at Walmart.com from 2005 to 2010. Prior to Walmart, Ms. Halligan also held executive roles at various companies, including Blue Nile, Williams-Sonoma and Gymboree. Ms. Halligan also has experience serving on private company boards. | | | Specific Skills and Qualifications Extensive digital transformation, digital commerce, data analytics and marketing experience as a senior executive; strong track record in the retail, e-commerce and multi-channel arenas; significant experience as a board member. Other Public Company Directorships Member, Driven Brands Holdings, Inc.; Member, JELD-WEN Holding, Inc.; Member, Ulta Beauty, Inc. Former Public Company Directorships Member, FLIR Systems, Inc. from 2014 to 2021. | | Cathy HALLIGAN Independent Director Age: 62 Director since: Jan 2019 Board Committees: •Audit •Compensation | |

  13. Director Nominee Biographies

    | 10 | 2025 PROXY STATEMENT | |

  14. Director Nominee Biographies

    | | Mr. May was appointed as a Non-Employee Director in January 2021. Mr. May served as chief financial officer of Bunzl plc, the global distribution and services group, for 14 years until his retirement in late 2019. His career at Bunzl plc spanned 27 years, where he held a number of roles across the treasury and internal audit functions and was divisional finance director of Bunzl’s U.K., Europe and Australasia division for nine years. Prior to his career at Bunzl plc, he worked at KPMG. Mr. May also has experience serving on private company boards. | | | Specific Skills and Qualifications Extensive experience as a chief financial officer; qualified chartered accountant with considerable financial and operational experience; expertise in the Company’s industry. Other Public Company Directorships Member, Convatec Group Plc. Former Public Company Directorships Member, United Utilities Group PLC from 2012 to 2021; Member, Bunzl plc from 2006 to 2019. | | BRIAN MAY Independent Director Age: 61 Director since: Jan 2021 Audit Committee Financial Expert Board Committees: •Audit •Nominations & Governance | |

  15. Director Nominee Biographies

    | | Mr. Metcalf was appointed as a Non-Employee Director in February 2023. Mr. Metcalf previously served as chairman and chief executive officer of Cornerstone Building Brands, Inc. (“Cornerstone”), a North American building products manufacturer, from 2019 until his retirement as chief executive officer in September 2021 and as chairman in March 2022. He joined Cornerstone in 2017 as a non-employee director when it was known as NCI Building Systems, Inc. Prior to joining Cornerstone, he held various roles at USG Corporation, a manufacturer of ceiling, floor, gypsum, roofing, sheathing and wall products. At the time of his retirement from USG in November 2016, Mr. Metcalf had served as its chairman since December 2011 and served as its chief executive officer and president since January 2011. | | JAMES S. METCALF Independent Director Age: 67 Director since: Feb 2023 Board Committees: •Compensation •Nominations & Governance | | | | Specific Skills and Qualifications Extensive executive leadership experience in building products sector as a chief executive officer; considerable U.S. public company board and industry expertise. Other Public Company Directorships Member, Gibraltar Industries, Inc.; Member, LKQ Corporation Former Public Company Directorships Chair, Cornerstone Building Brands from 2019 to 2022; Member (2017 to 2018) and Chair (2018 to 2019), NCI Building Systems, Inc. (until its acquisition by Cornerstone Building Brands); Member, Tenneco Inc. from 2014 to 2022; Chair, USG Corporation from 2011 to 2016; Member, Molex Inc. from 2007 to 2013. |

  16. Director Nominee Biographies

    | | 2025 PROXY STATEMENT | 11 |

  17. Director Nominee Biographies

    | | Mr. Murphy was appointed as a Director in August 2017 and as Chief Executive Officer in November 2019. In connection with the corporate restructure in August 2024, Mr. Murphy’s title changed to President & Chief Executive Officer. Mr. Murphy has served as chief executive officer of Ferguson Enterprises, LLC (“FEL”), the Company’s U.S. operating subsidiary, since 2017. Prior to that, he was chief operating officer of FEL from 2007 to 2017. Mr. Murphy joined Ferguson in 1999 as an operations manager following Ferguson’s acquisition of his family’s business, Midwest Pipe and Supply, and went on to hold a number of leadership positions before his eventual appointment as the Company’s President & Chief Executive Officer. Since Mr. Murphy’s appointment to the Board in 2017, the business has generated strong, profitable growth and continued to take market share under his leadership. | | KEVIN MURPHY President & Chief Executive Officer and Director Age: 55 Director since: Aug 2017 Board Committees: •None | | | | Specific Skills and Qualifications Culture champion with strong executive leadership skills; deep knowledge of the Company and the Company’s industry; strategic operational expertise; significant experience in strategic development and delivering operational performance improvements. Other Public Company Directorships Member, Pool Corporation |

  18. Director Nominee Biographies

    | | Mr. Murray was appointed as a Non-Employee Director in January 2013. He served as Employee Engagement Director from March 2019 until December 2023, when the role was disbanded, and he served as Senior Independent Director from October 2013 until August 2022, when the role was transitioned to Chair of the Nominations & Governance Committee. From 2002 to 2007, Mr. Murray served as group chief executive of Hanson PLC, a British-based building materials company, where he had previously served as finance director and chief executive of Hanson Building Materials America from 1998 to 2002. From 2003 to 2025, Mr. Murray served as a trustee of the Hanson No 2 Pension Scheme for the Hanson Pension Trustees Limited. | | | Specific Skills and Qualifications Qualified chartered management accountant with extensive business leadership skills and financial reporting expertise; extensive executive management experience, including as a chief executive officer of a building materials company, and board experience within global businesses; deep knowledge of the Company. Other Public Company Directorships None. Former Public Company Directorships Member, O-I Glass, Inc. from 2015 to 2025; Member, HeidelbergCement AG from 2010 to 2017; Member, International Power plc from 2007 to 2011; Member, Hanson PLC from 2002 to 2007. | | ALAN MURRAY Independent Director Age: 72 Director since: Jan 2013 Audit Committee Financial Expert Board Committees: •Audit •Nominations & Governance (Chair) | |

  19. Director Nominee Biographies

    | 12 | 2025 PROXY STATEMENT | |

  20. Director Nominee Biographies

    | | Ms. Wood was appointed as a Non-Employee Director in January 2021. Ms. Wood served from September 2018 to September 2022 as senior vice president and chief financial officer of Vulcan Materials Company, a large producer of construction aggregates. From 2012 to 2018, she served as chief financial officer of Ashtead Group plc, a FTSE 100 international equipment rental company, after having joined Ashtead in 2003 as chief financial officer of Sunbelt Rentals, Ashtead’s largest operating brand in the U.S. She started her career with PricewaterhouseCoopers. | | | Specific Skills and Qualifications Chartered accountant and experienced chief financial officer with significant financial and operational knowledge; extensive financial reporting and public company experience. Other Public Company Directorships Member, RELX PLC Former Public Company Directorships Member, H&E Equipment Services, Inc. from 2023 to 2025; Member, Ashtead Group plc from 2012 to 2018. | | SUZANNE WOOD Independent Director Age: 65 Director since: Jan 2021 Audit Committee Financial Expert Board Committees: •Audit (Chair) | |

  21. Director Nominee Biographies

    | | 2025 PROXY STATEMENT | 13 |

  22. Director Nominee Skills and Experience

    Director Nominee Skills and Experience

  23. Director Nominee Skills and Experience

    | Skills and Experience | | | | | | | | | | | | | | | Executive Leadership Experience leading large scale and complex organizations. Developed and delivered strategic initiatives and operational plans in a CEO, operational executive or function leader capacity. | | | | | | | | | | | | | | Public Company Board Experience Experience serving on other public company boards. | | | | | | | | | | | | | | Corporate Governance/Regulatory and Risk Management Experience in corporate governance matters, board management accountability, risk management and compliance practices. | | | | | | | | | | | | | | Accounting, Finance and Capital Markets Experience in accounting, finance, audit and capital management, including oversight of financial statements and operating results. Experience assessing the financial metrics of strategic opportunities. | | | | | | | | | | | | | | Corporate Transactions and M&A Experience overseeing and navigating corporate transactions, mergers and acquisitions. | | | | | | | | | | | | | | Sustainability Experience overseeing sustainability risk management and/or sustainability programs. | | | | | | | | | | | | | | Technology, Digital, Innovation and Cyber Experience with technologies key to business, digital marketing/ transformation and innovation. Understanding cybersecurity best practices and risk mitigation. | | | | | | | | | | | | | | Supply Chain/Logistics/Distribution Experience includes planning and management of activities in sourcing, procurement, logistics and distribution. | | | | | | | | | | | | | | Marketing Experience of marketing or managing brands and increasing the value of products or services over time in the market. | | | | | | | | | | | | | | Human Capital and Talent Management Experience in human capital management, talent development, compensation and succession planning. | | | | | | | | | | | |

  24. Director Nominee Skills and Experience

    | 14 | 2025 PROXY STATEMENT | |

  25. Director Nominee Skills and Experience

    | Corporate Governance |

  26. Corporate Governance Guidelines

    Corporate Governance Guidelines The Board has adopted Corporate Governance Guidelines as a general framework to assist the Board in carrying out its responsibility for the business and affairs of the Company to be managed by or under the direction of the Board. The Corporate Governance Guidelines cover the role of the Board and management, the composition of the Board, the structure and operations of the Board and the duties and responsibilities of the Board. The Nominations & Governance Committee of the Board reviews the Corporate Governance Guidelines annually and recommends any appropriate changes for approval by the Board. The Corporate Governance Guidelines can be found on the Corporate Governance page of the Investors tab of our website at corporate.ferguson.com under Governance Documents.

  27. Board Leadership

    Board Leadership The Board is led by Geoff Drabble, our independent Non-Employee Board Chair. As part of its annual board evaluation process, the Board assesses its leadership structure to determine what is most appropriate for the Company, taking into account the recommendations of the Nominations & Governance Committee. The Board elects one of its members to serve as the Board Chair. Both independent and Executive Directors, including the CEO, are eligible for appointment as the Board Chair. We believe that the current leadership structure is effective for the Company and its shareholders at this time, as it allows Mr. Murphy to focus on the day-to-day leadership of the Company while allowing Mr. Drabble to focus on leading the Board and its oversight of the Company. Any change from the current structure of having a Board Chair separate from the CEO would be at the discretion of the Board, taking into account the recommendations of the Nominations & Governance Committee. If the Board determines that it would be beneficial to have a single individual act as both CEO and Board Chair, our Corporate Governance Guidelines would require the appointment of a lead independent director at that time.

  28. Board Evaluation

    Board Evaluation Our Board has the authority and responsibility to review the results of the annual evaluation of the Board conducted by the Nominations & Governance Committee to determine whether the Board and the Committees of the Board are functioning effectively and in accordance with their respective charters, the Company’s Corporate Governance Guidelines, applicable law and the New York Stock Exchange ("NYSE") listing standards. As part of its responsibilities, the Nominations & Governance Committee will evaluate at least annually the Board’s composition, tenure and experience. The Nominations & Governance Committee will then report the conclusions and any recommended improvements to the Board. The Board will also review the results of the third-party review of the Board that is conducted at least every three years. The most recent third-party review was conducted in May 2025. In addition, the Nominations & Governance Committee periodically, and at least annually, assesses the qualifications of individual members of the Board and the results of such evaluations are reported to the Board.

  29. Board Evaluation

    | | 2025 PROXY STATEMENT | 15 |

  30. Board Refreshment and Tenure

    Board Refreshment and Tenure The Board believes that refreshment is important to ensuring that Board composition is aligned with the needs of the Company and the Board. The Board's average tenure is 4.7 years. The Board does not believe that it should limit the number of terms for which a person may serve as a Director, because such term limits could deprive the Company of the valuable contributions made by Directors who have developed significant insights into the Company and its operations over time. The Board also recognizes the importance of an appropriate balance of experience and fresh ideas and perspectives when considering the overall mix of tenure of the Board. All Directors serve a one-year term, except that the initial term for each Director shall run from the date of appointment until the Company’s next annual meeting of stockholders, and are subject to election by shareholders at each annual meeting of stockholders. As provided in the Company’s Certificate of Incorporation and Bylaws, newly created directorships resulting from any increase in the authorized number of Directors and vacancies on the Board are to be filled by the affirmative vote of a majority of the remaining Directors then in office, or by a sole remaining Director. Any Director so appointed will hold office until the Company’s next annual meeting of stockholders after such Director’s appointment.

  31. Director Criteria and Nomination Process

    Director Criteria and Nomination Process The Company seeks a Board with an appropriate balance of skills, knowledge, experience, independence and backgrounds among its members to enable it to discharge its duties and responsibilities effectively. The Board has delegated the process for identifying and screening potential director candidates to the Nominations & Governance Committee. Candidates for potential membership on the Board must at a minimum satisfy any requirements of applicable law and rules of the NYSE. In addition, in evaluating director candidates, the Nominations & Governance Committee considers the qualifications of each candidate, the collective experience and expertise represented on the existing Board and the criteria set forth in our Corporate Governance Guidelines, including that candidates should: •be of sound character, judgment, reputation and integrity; •conduct themselves in accordance with high personal and professional ethical standards, including the Company’s Code of Business Conduct and Ethics and other relevant Company policies; •have general knowledge of the markets and the industry in which the Company operates and issues which may affect the Company; •be of diverse backgrounds, skills, experience, personality, tenure and viewpoints; •be committed to the Company and service on the Board, including having the time and willingness to study informational and background materials, to prepare for meetings and to otherwise carry out their duties and responsibilities effectively; and •represent the best interests of all shareholders. The Board and the Nominations & Governance Committee consider whether director candidates’ backgrounds, skills, experience and other qualifications would complement those of other members of the Board and may also consider other factors as needs change based on strategic priorities. In addition, a Director who is currently serving as an executive officer of a public company generally may serve on a total of no more than two public company boards (including the Company’s Board). A Director who is not currently serving as an executive officer of a public company generally may serve on no more than four public company boards (including the Company’s Board). Taking into account the governance practices of companies with a U.K. listing, the Board has adopted a Board Diversity Policy that seeks to maximize the opportunity to make independent Board director appointments that reflect the diversity of the Company’s workforce and its communities. The Policy remains unchanged from fiscal 2024, with ultimate independent Board director recruitment decisions being based on merit with the best candidate appointed.

  32. Director Criteria and Nomination Process

    | 16 | 2025 PROXY STATEMENT | |

  33. Process for Selection of Directors

    Process for Selection of Directors When the Board determines it is desirable to add a director in the context of its strategic needs, as part of its annual evaluation process or to fill a vacancy on the Board, the Nominations & Governance Committee takes the following steps: •Initiates a search for director candidates that meet the Board’s director criteria, seeking input from an independent search firm; •Identifies, first, an initial slate of director candidates, which is then reviewed by and discussed among the Board Chair, the Chair of the Nominations & Governance Committee, our President & Chief Executive Officer, our Chief Legal Officer & Corporate Secretary and our Chief Human Resources Officer and, second, a refined slate of director candidates based on this review; •Conducts inquiries into the background and qualifications of the refined list of director candidates, including evaluating the candidates’ financial literacy, skills and expertise relevant to the Company’s business and structure, as well as any overboarding or independence concerns, related party transactions and potential issues under competition laws; •Determines which director candidates to interview and conducts the interviews with the Board Chair, select Non-Employee Directors, our Chief Legal Officer & Corporate Secretary and our Chief Human Resources Officer; •Selects director candidates for recommendation to the Board; and •Seeks Board approval of the recommended director candidate for election by our shareholders or Board appointment of the recommended director candidate to fill a position between annual meetings of stockholders.

  34. Approved Related Party Transactions

    | Director Compensation |

  35. Approved Related Party Transactions

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3)(4) | Total ($) | | Board Chair | | | | | | Geoff Drabble | 434,064 | 179,930 | 32,665 | 646,659 | | Other Non-Employee Directors | | | | | | Rekha Agrawal | 126,667 | 179,930 | — | 306,597 | | Kelly Baker | 155,167 | 179,930 | 2,318 | 337,415 | | Rick Beckwitt | 126,667 | 179,930 | — | 306,597 | | Cathy Halligan | 126,667 | 179,930 | 2,322 | 308,919 | | Brian May | 126,946 | 179,930 | 29,507 | 336,383 | | James S. Metcalf | 126,667 | 179,930 | 2,314 | 308,911 | | Alan Murray | 155,167 | 179,930 | — | 335,097 | | Thomas Schmitt(5) | 41,613 | — | 2,350 | 43,963 | | Nadia Shouraboura(5) | 41,613 | — | 2,308 | 43,921 | | Suzanne Wood | 155,167 | 179,930 | 2,318 | 337,415 |

  36. Director Compensation

    Director Compensation

  37. Narrative to Non-Employee Director Compensation

    Narrative to Non-Employee Director Compensation Below is a discussion of the material factors necessary to an understanding of the compensation disclosed in the above table.

  38. How We Set Non-Employee Director Compensation

    How We Set Non-Employee Director Compensation The Board, upon recommendation of the Compensation Committee, determines the annual compensation of Non-Employee Directors each year, taking into account the time and responsibility involved in each role, including, where applicable, serving as Chair of a Board Committee. Directors who are executives of the Company receive no compensation for their Board service. The Compensation Committee consults with Meridian Compensation Partners (“Meridian”), its independent compensation consultant, on the director compensation program and reviews survey information of compensation paid to directors serving on boards of similar U.S.-listed companies to determine whether changes are advisable.

  39. Director Compensation

    Director Compensation

  40. Compensation Discussion and Analysis (“CD&A”)

    | Executive Summary | 37 | | Fiscal 2025 Financial Highlights | 37 | | Compensation Philosophy and Objectives | 38 | | Pay Decisions and Compensation Governance Policies and Practices | 39 | | Compensation Determination Process | 39 | | Role of the Compensation Committee | 39 | | Role of the Independent Compensation Consultants | 40 | | Role of Management | 41 | | Compensation Peer Group and Benchmarking | 41 | | Elements of Our Compensation Program | 42 | | Pay Mix | 42 | | Base Salaries | 43 | | Annual Short-Term Incentive Award Program | 43 | | Long-Term Equity-Based Incentive Program | 47 | | General Information on Share Plans | 53 | | Non-Qualified Deferred Compensation Arrangements | 57 | | Other Executive Benefits and Perquisites | 58 | | Employment Agreements | 58 |

  41. Compensation Discussion and Analysis (“CD&A”)

    | Management of Compensation Related Risks | 60 | | Compensation Risk Assessment | 60 | | Oversight Policies | 60 | | Severance and Change in Control Arrangements | 62 | | Change in Control Policy | 62 | | U.S. Federal Income Tax Considerations | 62 | | Accounting for Stock-Based Compensation | 62 | | Executive Compensation Changes after Fiscal 2025 for the Transition Period | 63 | | 2025 Summary Compensation Table | 64 | | 2025 Grants of Plan-Based Awards | 66 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 67 | | Option Exercises and Stock Vested in the 2025 Fiscal Year | 69 | | 2025 Non-Qualified Deferred Compensation | 69 | | Potential Payments Upon Termination or a Change in Control | 70 | | CEO Pay Ratio | 73 | | Pay Versus Performance | 74 |

  42. Compensation Philosophy and Objectives

    | Principle | Description | | Alignment with shareholders and long-term Company strategy | ensure alignment of executive and shareholder interests and long-term Company strategy through stock-based long-term incentive awards and stock-ownership guidelines; | | Retain | maintain policies and programs that will attract, retain and motivate executives, and fairly compensate our executives for the contribution they make to the business; | | Market-based | provide total compensation which is market competitive, with regard to the size and complexity of the Company’s operations and the markets in which we compete for talent (using peer company and compensation survey data comparisons); | | Balanced short & long-term focus | maintain compensation packages that include salary, short and long-term incentives, benefits and retirement provisions, and perquisites; and | | Pay for performance | appropriately align executive pay and performance by delivering a significant amount of total compensation through variable incentive compensation and providing opportunities to earn higher rewards for sustained superior financial and individual performance. |

  43. Pay Decisions and Compensation Governance Policies and Practices

    | What We Do | Significant portion of Executive Officer compensation is variable and based on achievement of performance measures that we believe drive long-term shareholder value Established pre-defined performance metrics that align with target, threshold, and maximum payouts Ensure incentive-based compensation is subject to clawback if there is a financial restatement or for certain misconduct Use long-term equity incentive vesting periods consistent with many of our peers Require significant stock ownership by all Executive Officers Regularly review governance of our programs to align with market best practices Conduct annual pay risk assessment Annually assess peer group to ensure appropriate alignment Double trigger change in control if long-term incentive awards are assumed Retain independent compensation consultant | | What We Don’t Do | No hedging or pledging of Company shares permitted No evergreen provisions in long-term incentive plans No guaranteed bonuses or uncapped incentive award opportunities for Executive Officers No payment of dividends or dividend equivalents on equity awards unless and until underlying awards vest No short-term trading in Company shares permitted No repricing or exchanging of underwater stock options No excessive perquisites No tax gross ups |

  44. Role of the Independent Compensation Consultants

    Role of the Independent Compensation Consultants To help achieve our goal to compensate our Executive Officers appropriately, the Compensation Committee utilized Mercer U.S. LLC (“Mercer”), Meridian Compensation Partners, LLC ("Meridian") and Ellason LLP (“Ellason”) (together, the “Compensation Consultants”) as its independent compensation consultants for fiscal 2025 to review its policies and procedures regarding executive compensation. During its engagement, which ended in September 2024, Mercer served as the lead consultant, primarily focused on U.S. pay practices and advising the Compensation Committee on fiscal 2025 compensation decisions. For fiscal 2025, fees paid to Mercer and its affiliates by the Company for work performed for the Committee totaled $128,016 for executive compensation consulting support and $272,534 for other services. The decision to engage Mercer and its affiliates for these other services was approved by management who oversee the specific areas of business for which the services were provided. The Compensation Committee reviewed and took into account the other services Mercer provided to the Company both when engaging its services as an independent compensation consultant and also when undertaking its annual review of its other consulting services, taking into account the NYSE’s listing standards and SEC’s rules and regulations to ensure consultant independence and other relevant factors. Ellason provided compensation consulting in relation to our in-flight LTI awards that vested in fiscal 2025, which were the last LTI awards granted while we were Premium Listed on the London Stock Exchange ("LSE") (until March 2022) under our previous remuneration policy. In September 2024, the Compensation Committee engaged Meridian to serve as the Compensation Committee’s sole consultant. Based on the Compensation Committee’s assessment, the Compensation Committee determined that services provided by Mercer, Meridian and Ellason have not raised any conflict of interest and that the firms are independent, taking into account the NYSE’s listing standards, and the SEC’s rules and regulations to ensure consultant independence and other relevant factors. The Compensation Committee retains the right to modify or terminate its relationship with its compensation consultants or select other outside advisors to assist the Compensation Committee in carrying out its responsibilities. In fiscal 2025 the Compensation Consultants assisted the Compensation Committee by: •providing comparative market data on compensation practices and programs based on an analysis of peer companies and by providing guidance on industry best practices; •providing executive compensation consulting services related to program design, governance and disclosure; •reviewing and recommending changes to our executive compensation peer group; •analyzing and benchmarking board of director compensation program and stock ownership guidelines; •attending and supporting all Compensation Committee meetings; and •conducting a compensation risk assessment.

  45. Role of the Independent Compensation Consultants

    | 40 | 2025 PROXY STATEMENT | |

  46. Compensation Peer Group and Benchmarking

    Compensation Peer Group and Benchmarking The Compensation Committee identified, with assistance from Mercer, a group of companies used to guide the compensation arrangements for our Executive Officers and inform our fiscal 2025 pay plan design (the “Peer Group”). The Compensation Committee conducts a review of the Peer Group annually and may from time to time adjust the companies comprising the Peer Group to better reflect (i) competitors in the industries in which we compete (for the fiscal 2025 Peer Group, industrial, electrical and building industries with generally 0.5 to 2.0 times the Company's revenue size or market capitalization), (ii) companies with similar business models and (iii) companies that compete in our labor markets for talent. The Compensation Committee also considered the growth rates of the companies when selecting the Peer Group. See the section below titled “—Executive Compensation Changes after Fiscal 2025 for the Transition Period” for details on our revised Peer Group approved in June 2025. The Peer Group for fiscal 2025 consisted of the following companies:

  47. Compensation Peer Group and Benchmarking

    | 3M Company | AutoZone, Inc. | Carrier Global Corporation | | CDW Corporation | Cummins Inc. | Eaton Corporation plc | | Fastenal Company | Genuine Parts Company | Honeywell International Inc. | | Illinois Tool Works Inc | Johnson Controls International plc | O’Reilly Automotive, Inc. | | PACCAR Inc. | Parker-Hannifin Corporation | Stanley Black & Decker, Inc. | | Trane Technologies plc | United Rentals, Inc. | W.W. Grainger, Inc. |

  48. Compensation Peer Group and Benchmarking

    This updated Peer Group removes the following companies as compared to the prior year Peer Group: Univar Solutions Inc., which was acquired by Apollo Global Management, Watsco, Inc., which is significantly below the targeted range, and General Dynamics Corporation, Northrop Grumman Corporation and Wayfair Inc., each of which has less comparability in terms of business model than identified new peer companies. The updated Peer Group adds five new companies as compared to the prior year Peer Group: Honeywell International Inc., 3M Company, Eaton Corporation plc, Carrier Global Corporation and Trane Technologies plc. As part of our review of U.S. competitive pay practices for fiscal 2025, the Compensation Committee utilized Mercer to conduct a market review to determine whether Executive Officer total compensation opportunities were competitive. In determining the fiscal 2025 executive compensation, the Compensation Committee reviewed the Peer Group data provided by Mercer for positions reported in the peer companies’ respective proxy statements. This data was supplemented with data from proxy statements of other industrial companies in the S&P 500 and published survey data as appropriate, as not all executive officer data was available from our Peer Group. Based on this evaluation, Mercer recommended, and the Compensation Committee determined, to set total target compensation (comprised of base salary, annual short-term incentive opportunity at target and long-term equity incentive opportunity at target) at levels that would continue to close any existing pay gap in comparison with the 50th percentile of the Peer Group data.

  49. Compensation Peer Group and Benchmarking

    | | 2025 PROXY STATEMENT | 41 |

  50. Elements of Our Compensation Program

    Elements of Our Compensation Program Our fiscal 2025 executive compensation program consists of the following elements: •base salary; •annual short-term incentive awards linked to our overall performance; •annual grants of long-term, equity-based compensation, such as performance and restricted stock units and stock option awards; •other executive benefits and perquisites; and •employment agreements and change in control policy. We combine these elements to formulate compensation packages that provide competitive pay and reward the achievement of financial, operational and strategic objectives that align the interests of our Executive Officers and other senior personnel with those of our shareholders. The Compensation Committee evaluates base salary, target short-term and long-term award opportunities and other plan design elements for our Executive Officers as discussed below. Differences in total compensation generally reflect the Executive Officer’s role, relevant experience, expertise, tenure and performance of the individual Executive Officer within their role.

  51. Pay Mix

    | Element | | | Purpose | Delivery | Focus | | Base Salary | | | Attract and retain highly qualified executives | Cash, fixed amount paid on a monthly basis | Differentiated pay based on market and the executive’s experience, skills and performance | | | | | | | | | CEO | CFO | Other NEOs* | | | | | Annual Short-Term Incentive Awards | | | Focus executives’ performance to achieve short-term goals | Cash, variable amount generally paid in October following the end of the fiscal year based on the extent to which pre-defined targets are achieved | Annual performance period to align with short-term financial and operational objectives, and thereby to shareholder interests | | | | | | | | | CEO | CFO | Other NEOs* | | | | | Long-Term Equity-Based Compensation | | | Focus executives’ performance to achieve long-term goals | Equity-based awards that include performance-based awards and time-based awards | Long-term focus to align with shareholder value creation over a three-year period | | | | | | | | | CEO | CFO | Other NEOs* | | | | | Other Executive Benefits and Perquisites | | | Attract and retain executives by providing competitive benefits | Health and welfare benefits, retirement benefits and perquisites | Specific to each benefit program | | Employment Agreement and Change in Control Policy | | | Protect company interests through contractual provisions | Upon appointment to Executive Officer role | Non-compete and non-solicitation; continued leadership engagement in the event of a change in control |

  52. Annual Short-Term Incentive Award Program (“Bonus Program”)

    Annual Short-Term Incentive Award Program (“Bonus Program”) We believe that establishing annual short-term incentive award (“Bonus”) opportunities helps us attract and retain qualified and highly skilled executives and that aligning our Executive Officers’ performance goals with certain annual financial and strategic metrics helps drive performance and increase shareholder value. All of our Executive Officers are eligible to participate in the Bonus Program. The Compensation Committee has the authority to award Bonuses under the Bonus Program to our Executive Officers. These Bonuses are intended to reward the achievement of corporate results and business performance objectives. Bonuses are earned based on an assessment of financial and business performance against pre-determined metrics that are designed to be challenging but achievable. Target levels of financial performance are generally consistent with budget, which is based in part on prior year results, the Company’s strategic plans and projected market trends. Achievement of objectives is monitored throughout the year, with the final performance determined after the end of the fiscal year. Achievement of performance objectives is certified by, and all individual Executive Officer Bonuses are determined and approved by, the Compensation Committee. Bonuses earned by our Executive Officers are paid in cash generally within two and one-half months after the end of the fiscal year. Bonus payout is typically subject to continued employment through the date of payment; however, upon retirement (for our NEOs, termination of employment at age 55 or older), our NEOs are entitled to receive a Bonus for the year of such retirement, pro-rated based on days worked during the applicable performance year, paid out at the same time as Bonuses are paid out to other associates in the ordinary course, based on actual performance. See the section below entitled "—Employment Agreements" for details on the treatment of the Bonus for NEOs upon other terminations of employment. Each Executive Officer’s target bonus is reviewed annually by the Compensation Committee relative to market as part of our compensation planning process. These targets, expressed as a percent of salary, are generally designed to provide total cash compensation that is market competitive for similarly situated positions if financial and business performance goals are met.

  53. Annual Short-Term Incentive Award Program (“Bonus Program”)

    | | 2025 PROXY STATEMENT | 43 |

  54. Annual Short-Term Incentive Award Program (“Bonus Program”)

    The following table shows the changes we made to the Bonus Program from fiscal 2024 to fiscal 2025.

  55. Annual Short-Term Incentive Award Program (“Bonus Program”)

    | NEO | Fiscal 2025 Change | | CEO | Increased target award from 150% of base salary to 160% of base salary and increased the maximum award from 170% of target to 200% of target to better align with market for U.S. CEOs. Determined annual incentive payouts based on assessment of Company and business performance. | | CFO | Increased target award from 95% of base salary to 100% of base salary and increased the maximum award from 170% of target to 200% of target to better align with market for U.S. CFOs. Determined annual incentive payouts based on assessment of Company and business performance. | | All Other NEOs | Reviewed and reaffirmed current target annual incentive opportunity of 75% of base salary and increased the maximum award from 140% of target to 200% of target to better align with U.S. market. Determined annual incentive payouts based on assessment of Company and business performance. |

  56. Annual Short-Term Incentive Award Program (“Bonus Program”)

    In September 2024, the Compensation Committee approved changes to certain performance measures for the fiscal 2025 Bonus Program. While the Bonus Program metrics remained the same from fiscal 2024 to fiscal 2025 with the same weighting (adjusted operating profit (70%), cash-to-cash days (20%) and ESG scorecard metrics (10%)), certain adjustments were approved with respect to the achievement levels applied: (i) for adjusted operating profit, the performance threshold was reduced from 92% of target to 90% of target and the maximum was increased from 108% of target to 110% of target; and (ii) for adjusted operating profit and cash-to-cash days, the threshold payout was changed from paying out 33% (CEO), 56% (CFO) and 60% for our other Executive Officers to 50% for all Executive Officers, target remained at 100% for all Executive Officers and maximum was changed from paying out 170% (CEO and CFO) and 140% (other Executive Officers) to 200% for all Executive Officers. The following table shows the resulting fiscal 2025 target as a percentage of salary:

  57. Annual Short-Term Incentive Award Program (“Bonus Program”)

    | | 2025 Bonus as Percent of Salary (%) | | Name | Target | | Kevin Murphy | 160% | | Bill Brundage | 100% | | Ian Graham | 75% | | Andy Paisley | 75% | | Bill Thees | 75% | | Garland Williams | 75% |

  58. Annual Short-Term Incentive Award Program (“Bonus Program”)

    | 44 | 2025 PROXY STATEMENT | |

  59. Fiscal 2025 Bonus Program Performance Metrics and Weightings

    Fiscal 2025 Bonus Program Performance Metrics and Weightings The fiscal 2025 Bonus Program included the following metrics and weightings.

  60. Fiscal 2025 Bonus Program Performance Metrics and Weightings

    | Metric | Weighting | Definition | Rationale | | Adjusted Operating Profit | | Operating profit before acquisition related intangible amortization and certain other non-GAAP adjustments, as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information.” | Adjusted operating profit is an important measure of business performance as it rewards revenue growth, gross margin improvement and appropriate cost control, and demonstrates the profitability of our core operations. | | Cash-to-Cash Days | | The time period represented in days between when the Company pays cash to its suppliers for inventory and receives cash from its customers, which is calculated by taking average days in inventory outstanding (DIO) plus average days sales outstanding in receivables (DSO) less average days payable outstanding (DPO). | Introduced this metric in 2010/11 and it has had a sustained significant impact on the level of working capital and in turn, cash generation of the business. The measure provides an increased level of working capital control, as it flexes for growth or declines in revenue. | | Environmental, Social and Governance (ESG) | | Overall qualitative progress on areas such as safety, diversity, climate and governance. | This qualitative measure strives to ensure shared accountability for, and incentivize progress towards, identified ESG priorities and is responsive to evolving shareholder expectations. |

  61. Fiscal 2025 Bonus Program Performance Metrics and Weightings

    (1)Adjusted operating profit for Mr. Thees and Mr. Williams was based on 50% of the Company’s performance and for Mr. Thees, 20% for performance of the customer groups that report to him, split equally between Canada and U.S. businesses, and for Mr. Williams, 20% for performance of the U.S. business. The Bonuses earned for fiscal 2025, paid out in October 2025, are shown below in “—Fiscal 2025 Bonus Payouts.” Our fiscal 2025 adjusted operating profit performance was above target for this element of the Bonus. We also exceeded the performance threshold, but fell short of target, set for the cash-to-cash days element of the Bonus. The Compensation Committee assessed the Company’s continued progress in respect of our ESG program. Consistent with prior years, the Compensation Committee assessed performance against the Bonus targets and considered if any adjustments were required to align incentive outcomes with the underlying performance of the Company. In keeping with our normal practice, the Compensation Committee also reviewed the formulaic outcome of the Bonus for fiscal 2025, in the context of the underlying performance of the Company, noting in particular the continued strong financial outcomes of the Company against its key performance indicators, as well as management’s ongoing focus on supporting associates through the ongoing challenges of the wider external environment. In this context, the Compensation Committee considered that no application of discretion to adjust the annual Bonus outcome was necessary, except for adjusting the adjusted operating profit for Canada to threshold performance due the fact that threshold performance would have been met if not for the accrual adjustment relating to the Compensation Committee's discretion applied to the FY23 POSP Awards, as described below in "—Long-Term Equity-Based Incentive Program—Shares Earned with Respect to Fiscal 2023 POSP and OSP Awards." The Compensation Committee therefore confirmed Bonus payments for fiscal 2025 as shown below in “—Fiscal 2025 Bonus Payouts.”

  62. Fiscal 2025 Bonus Program Performance Metrics and Weightings

    | | 2025 PROXY STATEMENT | 45 |

  63. Fiscal 2025 Bonus Program Performance Metrics and Weightings

    The following table details the threshold, target and maximum goals, as well as the actual results, all in millions, for each of the financial objectives under the Bonus Program.

  64. Fiscal 2025 Bonus Program Performance Metrics and Weightings

    | | All NEOs (other than B. Thees and G. Williams) | B. Thees | G. Williams | Threshold | Target | Maximum | Actual | | Adjusted Operating Profit (Ferguson) | 70% | 50% | 50% | $2,502 | $2,780 | $3,058 | $2,842 | | Adjusted Operating Profit (U.S. Business Segment – Waterworks and Fire & Fabrication Customer Groups and Own Brands) | —% | 10% | 20% | $1,086 | $1,207 | $1,328 | $1,233 | | Adjusted Operating Profit (Canada Business Segment) | —% | 10% | —% | 94 CAD | 104 CAD | 114 CAD | 94 CAD* | | Cash-to-Cash Days | 20% | 20% | 20% | 68.9 | 63.9 | 58.9 | 66.5 |

  65. Fiscal 2025 Bonus Program Performance Metrics and Weightings

    * See description directly above the table for discretion applied by the Compensation Committee.

  66. Fiscal 2025 Bonus Payouts

    Fiscal 2025 Bonus Payouts Based on the fiscal 2025 financial results and the Compensation Committee’s determination of achievement of ESG objectives as described above, the NEOs earned the following Bonus amounts that were paid in October 2025:

  67. Fiscal 2025 Bonus Payouts

    | Name | Target Bonus (% of Salary) | Target Bonus(1) | Actual Bonus Earned(2) | Actual Bonus Earned (% of Target) | | Kevin Murphy | 160% | $2,331,754 | $2,632,818 | 113% | | Bill Brundage | 100% | $819,299 | $925,083 | 113% | | Ian Graham | 75% | $483,018 | $545,383 | 113% | | Andy Paisley | 75% | $484,313 | $546,845 | 113% | | Bill Thees | 75% | $514,085 | $542,900 | 106% | | Garland Williams | 75% | $368,132 | $368,132 | 100% |

  68. Fiscal 2025 Bonus Payouts

    (1)Based on salary earned during fiscal 2025. (2)Mr. Williams received a prorated bonus at target in connection with his termination in accordance with his employment agreement and as detailed in his severance and general release agreement.

  69. Fiscal 2025 Bonus Payouts

    | 46 | 2025 PROXY STATEMENT | |

  70. Long-Term Equity-Based Incentive Program

    Long-Term Equity-Based Incentive Program We believe that providing a significant portion of our Executive Officers’ total compensation package in long-term equity-based compensation aligns the incentives of our Executive Officers with the interests of our shareholders and with our long-term corporate success. Additionally, we believe that equity-based compensation awards enable us to attract, retain, motivate and fairly compensate executive talent. Our Executive Officers were eligible in fiscal 2025 to participate in the following share plans maintained by the Company: •the Omnibus Plan; and •The Ferguson Enterprises Inc. Employee Share Purchase Plan 2021 (“ESPP”). Following the approval by Ferguson shareholders of the Omnibus Plan at the 2023 annual general meeting held on November 28, 2023, Ferguson no longer grants awards under The Ferguson Enterprises Inc. Long-Term Incentive Plan 2019 (“LTIP”), The Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019 (“POSP”) or The Ferguson Enterprises Inc. Ordinary Share Plan 2019 (“OSP”) (collectively, LTIP, POSP and OSP, the “Legacy Share Plans”, and collectively, Legacy Share Plans, Omnibus Plan and ESPP, the "Company Employee Share Plans"); however, our Executive Officers, including our NEOs, continue to hold outstanding awards under the Legacy Share Plans. In addition, all Executive Officers are eligible to participate in the ESPP on a voluntary basis. A summary of each of these plans and the awards provided thereunder (the “long-term incentive” or “LTI”) is provided below in “—General Information on Share Plans.” Our Legacy Share Plans are generally aligned with U.K. market practice, while the Omnibus Plan and ESPP are generally aligned with U.S. market practice. Specific information on fiscal 2025 grants issued and vestings under our LTI plans is detailed in this section, including the following: •fiscal 2025 award mix; •fiscal 2025 target award opportunities; •fiscal 2025 awards performance metrics and weighting; •fiscal 2025 awards under the Omnibus Plan (restricted stock units (“RSUs”), performance stock units (“PSUs”) and stock options ("SOs"); and •shares earned with respect to awards granted during fiscal 2022 and fiscal 2023 under the LTIP, OSP and POSP that vested during fiscal 2025 and during the transition period in October 2025, respectively.

  71. Fiscal 2025 Award Mix

    | | Performance-Based | | Time-Based | | | PSU | SO | RSU | | All NEOs | 50% | 20% | 30% |

  72. Fiscal 2025 Award Mix

    The LTI design for fiscal 2025 for each Executive Officer was comprised of 50% PSUs, 30% RSUs and 20% SOs. This change in fiscal 2025 to grant 70% performance-based awards (PSUs and SOs) and 30% time-based awards (RSUs) across all Executive Officers was to align the CEO's and CFO's award mix with the other Executive Officers and U.S. market practice. The performance based awards incentivize our Executive Officers to focus on objectives that are expected to drive sustainable shareholder value. All PSUs granted for Executive Officers will vest subject to achievement of relative total shareholder return (“TSR”), adjusted earnings per share (“EPS”) growth (diluted) and return on capital employed (“ROCE”) metrics, each such metric having a weighting of 33.3%. The realized value for stock option awards is based on the increase in the market value of our common stock relative to the value when the award was granted. Performance metrics are discussed in more detail in the sections below. The RSUs and SOs awarded will vest in three equal installments beginning on the one-year anniversary of the date of grant, while the PSUs cliff vest on the three-year anniversary of the date of grant. Dividend equivalents will accrue in shares during the vesting period on the RSUs and PSUs for Executive Officers, but are not paid until the underlying awards vest.

  73. Fiscal 2025 Target Award Opportunities

    | Name | Target LTI (% of Base Salary) | Target LTI | | Kevin Murphy | 650% | $9,750,000 | | Bill Brundage | 350% | $2,921,648 | | Ian Graham | 190% | $1,229,614 | | Andy Paisley | 190% | $1,232,910 | | Bill Thees | 190% | $1,258,412 | | Garland Williams | 190% | $1,099,669 |

  74. Fiscal 2025 PSU Awards Performance Metrics and Weightings

    Fiscal 2025 PSU Awards Performance Metrics and Weightings For fiscal 2025, we reviewed the performance metrics for our PSU awards provided to the NEOs and determined that relative TSR, adjusted EPS growth (diluted) and ROCE continued to be appropriate performance metrics, as they closely match the shareholder value creation experience. The metrics used for the NEO's PSU awards and their weightings for fiscal 2025 are shown below. The PSU awards vest on October 15, 2027, contingent on achievement of performance conditions and, except under certain circumstances described below in “—General Information on Share Plans,” service conditions. Actual goals for each metric will be disclosed when the performance period is completed.

  75. Fiscal 2025 PSU Awards Performance Metrics and Weightings

    | Metric | Weighting | Definition | Rationale | | TSR Relative to S&P 500 Industrials | | TSR Relative to S&P 500 Industrial Constituents as of August 1, 2024. | Relative TSR is a commonly used LTI measure. Relative calibration can mitigate impact of broader stock market impact and/or sector volatility and it provides an objective measure of shareholder value creation, including that created by M&A. | | Adjusted EPS Growth (diluted) | | Adjusted U.S. GAAP EPS – Growth over three-year performance period using the adjusted EPS growth (diluted) for the year ended July 31, 2024, as the starting point and July 31, 2027, as the end point. Adjusted EPS – diluted is defined as adjusted net income divided by the weighted average diluted shares outstanding. Adjusted net income is defined as income from continuing operations before amortization of acquired intangible assets (net of tax), discrete tax items and other items that are non-recurring (net of tax), as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information.” | Commonly used LTI measure, which is simple and transparent and has a strong line of sight. Investor orientated metric, closely aligned with shareholder interests. | | ROCE | | Adjusted earnings before interest and taxes (Adjusted EBIT) divided by average capital employed. Adjusted EBIT is defined as operating profit excluding certain non-recurring (non-GAAP adjustments), as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information,” and including the impact of acquisition related intangible amortization. Average capital employed is defined as the sum of average net debt and average shareholders’ equity and excludes certain assets held for sale. | Commonly used and well understood externally LTI measure, encourages strong capital discipline. |

  76. Fiscal 2025 PSU Awards Performance Metrics and Weightings

    | 48 | 2025 PROXY STATEMENT | |

  77. Fiscal 2025 PSU Awards Performance Metrics and Weightings

    Below are the target PSUs awarded to our NEOs in fiscal 2025:

  78. Fiscal 2025 PSU Awards Performance Metrics and Weightings

    | Name | PSUs Awarded | | Kevin Murphy | 24,207 | | Bill Brundage | 7,254 | | Ian Graham | 3,052 | | Andy Paisley | 3,061 | | Bill Thees | 3,124 | | Garland Williams | 2,730 |

  79. Fiscal 2025 RSU and SO awards under the Omnibus Plan

    Fiscal 2025 RSU and SO awards under the Omnibus Plan Fiscal 2025 RSU and SO awards granted under the Omnibus Plan will vest in three equal annual installments beginning on October 15, 2025, the one-year anniversary of the date of grant, subject to continued service except under certain circumstances described below in “—General Information on Share Plans.” Below are the RSUs and SOs awarded to our NEOs in fiscal 2025:

  80. Fiscal 2025 RSU and SO awards under the Omnibus Plan

    | Name | RSUs Awarded | SOs Awarded | | Kevin Murphy | 14,524 | 30,991 | | Bill Brundage | 4,352 | 9,286 | | Ian Graham | 1,831 | 3,908 | | Andy Paisley | 1,836 | 3,918 | | Bill Thees | 1,874 | 4,000 | | Garland Williams | 1,638 | 3,495 |

  81. Shares Earned with Respect to Fiscal 2022 LTIP Awards

    Shares Earned with Respect to Fiscal 2022 LTIP Awards The fiscal 2022 LTIP awards previously granted to certain of our Executive Officers were eligible to vest following a three-year performance period that commenced on August 1, 2021 (the first day of fiscal 2022) and ended on July 31, 2024 (the last day of fiscal 2024). The performance metrics for the fiscal 2022 LTIP awards were as follows:

  82. Shares Earned with Respect to Fiscal 2022 LTIP Awards

    | Metric | Weighting | Definition | Rationale | | TSR Relative to the FTSE 100 | | TSR Relative to FTSE 100 constituents as of the beginning of the performance period. | Relative TSR is a commonly used LTI measure. Relative calibration can mitigate impact of broader stock market impact and/or sector volatility, it provides an objective measure of shareholder value creation, including that created by M&A. | | Adjusted EPS | | Total margin of adjusted EPS growth (diluted) over U.S. inflation after three years. | Commonly used LTI measure, which is simple and transparent and has a strong line of sight. Investor orientated metric, closely aligned with shareholder interests. | | Cumulative Cash Flow from Operating Activities | | Cash flow from operating activities is generated before interest and tax, excluding the effect of the following items to the extent already included in cash generated from operations: cash flows from exceptional items; cash flows arising from special contributions to pension plans made under a deficit recovery plan; and cash flows from non-ongoing and discontinued businesses. | Encourages long-term generation of cash to fund investment and returns to shareholders. |

  83. Shares Earned with Respect to Fiscal 2022 LTIP Awards

    | | 2025 PROXY STATEMENT | 49 |

  84. Shares Earned with Respect to Fiscal 2022 LTIP Awards

    The following table details the threshold, target and maximum goals, as well as the actual results, for the performance conditions relating to the fiscal 2022 LTIP awards. The fiscal 2022 LTIP awards vested on October 14, 2024 for Messrs. Murphy and Brundage, in each case, at slightly below maximum performance level. •Relative TSR achievement — Ferguson was in the 88.2% quartile against the FTSE 100 comparator group equating to maximum vesting of this element of the award. •Adjusted EPS performance of $9.69, which equates to 43.6% growth (maximum set at 30.0% - U.S. Consumer Price Index (“CPI”) was 15.2%). •Three-year cumulative cash flow from operating activities was $8,266 million, $1,874 million in excess of maximum.

  85. Shares Earned with Respect to Fiscal 2022 LTIP Awards

    | Performance Metric | LTIP Weighting | Threshold | Between Threshold and Maximum | Maximum | Actual | Achievement as a % of Target | | Percent of Target | | 50% | 50%-200% | 200% | | 196% | | Relative Total Shareholder Return(1) | 33.3% | Median | Between Median and Upper Quartile | Upper Quartile | Upper Quartile (88th %ile) | 200% | | Adjusted EPS(1) | 33.3% | U.S. CPI + 3% | Between U.S. CPI + 3% and U.S. CPI + 30% | U.S. CPI + 30% | U.S. GAAP EPS diluted of $9.69 (43.6% growth) | 188% | | Cumulative Cash Flow from Operating Activities(1) | 33.3% | $5.487 million | Between $5.487 million & $6,392 million | $6,392 million | $8,266 million | 200% |

  86. Shares Earned with Respect to Fiscal 2022 LTIP Awards

    (1)Straight line interpolation between threshold and maximum. Messrs. Murphy and Brundage received awards under the fiscal 2022 LTIP. The number of shares vested for fiscal 2022 LTIP are shown in the table below.

  87. Shares Earned with Respect to Fiscal 2022 LTIP Awards

    | Name | LTIP Shares Vested | | Kevin Murphy | 29,921(1) | | Bill Brundage | 11,928(2) |

  88. Shares Earned with Respect to Fiscal 2022 LTIP Awards

    (1)Includes 1,786 shares of dividend equivalents that vested when the underlying LTIP award vested. (2)Includes 712 shares of dividend equivalents that vested when the underlying LTIP award vested.

  89. Shares Earned with Respect to Fiscal 2022 LTIP Awards

    | 50 | 2025 PROXY STATEMENT | |

  90. Shares Earned with Respect to Fiscal 2022 POSP Awards

    | Performance Metric(1) | Weighting | Threshold | Between Threshold and Maximum | Maximum | Actual | | Percent of Target | | 50% | 50%-200% | 200% | 200% | | Adjusted Operating Profit Growth | 100% | 0.01% | Between 0.01% and 25.0% | 25% | 35% |

  91. Shares Earned with Respect to Fiscal 2023 LTIP Awards

    Shares Earned with Respect to Fiscal 2023 LTIP Awards The fiscal 2023 LTIP awards ("FY23 LTIP Awards") previously granted to certain of our Executive Officers were eligible to vest following a three-year performance period that commenced on August 1, 2022 (the first day of fiscal 2023) and ended on July 31, 2025 (the last day of fiscal 2025). The performance metrics for the FY23 LTIP Awards were as follows: TSR relative to the S&P 500 Industrials, Total margin of adjusted EPS growth (diluted) over U.S. inflation after three years and return on capital employed, as defined above in "—Fiscal 2025 PSU Awards Performance Metrics and Weightings." The following table details the threshold, target and maximum goals, as well as the actual results, for the performance conditions relating to the FY23 LTIP Awards. The actual achievement as a percentage of Target for the FY23 LTIP Awards was 91%. The FY23 LTIP Awards vested on October 13, 2025 for Messrs. Murphy and Brundage at the performance levels set forth below for each metric.

  92. Shares Earned with Respect to Fiscal 2023 LTIP Awards

    | Performance Metric | LTIP Weighting | Threshold | Between Threshold and Maximum | Maximum | Actual | Achievement as a % of Target | | Percent of Target | | 50% | 50%-200% | 200% | | 91% | | Relative Total Shareholder Return(1) | 33.3% | Median | Between Median and Upper Quartile | Upper Quartile | 74.2th %ile | 194% | | Adjusted EPS(1) | 33.3% | $11.43 | $11.43-$14.05 | $14.05 | $9.94 | —% | | Return on Capital Employed | 33.3% | 30.0% | 30.0%-36.0% | 36.0% | 31.7% | 79% |

  93. Shares Earned with Respect to Fiscal 2023 LTIP Awards

    (1)Straight line interpolation between threshold and maximum. Messrs. Murphy and Brundage received FY23 LTIP Awards. The number of shares vested for FY23 LTIP Awards are shown in the table below.

  94. Shares Earned with Respect to Fiscal 2023 LTIP Awards

    | Name | LTIP Shares Vested | | Kevin Murphy | 26,663(1) | | Bill Brundage | 9,938(2) |

  95. Shares Earned with Respect to Fiscal 2023 LTIP Awards

    (1)Includes 1,689 shares of dividend equivalents, including those accrued subsequent to July 31, 2025 but prior to October 13, 2025, that vested when the underlying LTIP award vested. (2)Includes 630 shares of dividend equivalents, including those accrued subsequent to July 31, 2025 but prior to October 13, 2025, that vested when the underlying LTIP award vested.

  96. Shares Earned with Respect to Fiscal 2023 POSP and OSP Awards

    As noted above, achievement of the FY23 LTIP Awards was at 91% of target (based on achievement of FY 2023 LTIP Awards performance metrics: Relative TSR, Adjusted EPS Growth (diluted) and ROCE). The calculated payout for the FY23 POSP Awards was at 0% of target. The Compensation Committee chose to exercise its discretion to adjust the FY23 POSP Awards payout percentage for all eligible participants of these awards to create an equal LTI payout percentage with the CEO and CFO outcomes. The Compensation Committee approved this equitable achievement certification because achievement of the FY23 LTIP Awards performance metrics did not result solely from the performance of our CEO and CFO, such that rewarding all eligible participants is a fair outcome, recognizes loyalty and enhances associate retention as the Company successfully grows during challenging market conditions. In remedying the discrepancy in LTI performance payouts, the Compensation Committee took into account the vesting of the fiscal 2023 OSP time-based awards (“FY23 OSP Awards”) (30% of LTI mix for our non-CEO/CFO participants) and the FY23 POSP Awards (the remaining 70% of LTI mix), so that the total LTI payout percentage across the eligible participants matched the outcome of the FY23 LTIP Awards for our CEO and CFO. The following table shows the components that comprise the approved FY23 LTI payout percentage under OSP and POSP with respect to those participants who are eligible for the Committee’s use of discretion:

  97. Shares Earned with Respect to Fiscal 2023 POSP and OSP Awards

    | LTI Component | Approved Certification/ Vesting Percentage | % of FY23 LTI Award | | FY23 POSP Award | 87% | 70% | | FY23 OSP Award | 100% | 30% | | Total FY23 LTI Payout % | 91% | |

  98. Shares Earned with Respect to Fiscal 2023 POSP and OSP Awards

    The FY23 POSP Awards and FY23 OSP Awards vested on October 13, 2025. The goal for the AOP Growth metric for the FY23 POSP awards was set at 0.01% for threshold and 25% at maximum, with straight line interpolation between them. The payout ranged from 0% below threshold to 200% at or above maximum. As discussed above, the payout without the Compensation Committee’s discretion would have been 0%. With the Compensation Committee’s discretion to approve the FY23 POSP Awards vesting at 87% (as described above), the number of shares vested for the FY23 POSP Awards for our NEOs were 5,435 for Mr. Graham, 4,064 for Mr. Paisley, 5,559 for Mr. Thees and 3,187 for Mr. Williams.

  99. General Information on Share Plans

    General Information on Share Plans We believe that equity-based compensation is an important component of our executive compensation program and that providing a significant portion of our Executive Officers’ total compensation package in equity-based compensation aligns the incentives of our Executive Officers with the interests of our shareholders and with our long-term corporate success. Additionally, we believe that equity-based compensation awards enable us to attract, motivate and fairly compensate executive talent needed to deliver our strategic priorities. To that end, for fiscal 2025 we awarded equity-based compensation to our Executive Officers in the form of performance-based awards (50% PSUs and 20% SOs) and time-based awards (30% RSUs). The Compensation Committee believes equity awards provide Executive Officers with a significant long-term interest in our success by rewarding the creation of shareholder value over time. The Compensation Committee, subject to approval by our Board as deemed necessary by the Compensation Committee, determines the size and terms (including the attached conditions) of equity grants to our Executive Officers in accordance with the terms of the applicable plan. These are approved on an individual basis. The following is a summary of the main provisions of the Company Employee Share Plans that our NEOs participate in that have been adopted by the Company.

  100. Long Term Incentive Plan (LTIP) 2019

    Long Term Incentive Plan (LTIP) 2019 All associates of Ferguson, including our Executive Officers, were eligible to participate in the LTIP at the discretion of the Compensation Committee. As of the adoption of the Omnibus Plan, we do not intend to grant additional awards under the LTIP to such eligible participants. Awards under the LTIP entitle participants to acquire shares of common stock to the extent that specified performance targets have been satisfied over a three-year performance period. Dividend equivalents accrue either in cash or shares during the vesting period but are not paid until the underlying awards vest. Messrs. Murphy and Brundage hold conditional awards under the LTIP. Outstanding LTIP awards will vest on the third anniversary of the date of grant, to the extent that the performance condition has been satisfied, conditional on the participant remaining in employment (except in certain specified circumstances). Where it is impractical for legal or regulatory reasons to deliver shares of common stock following the vesting of an award, the Company may pay, or procure the payment of, an equivalent cash amount, subject to all necessary deductions. Awards will normally be forfeited if a participant leaves employment. However, if the employment ends by reason of injury, ill health, disability, redundancy, retirement, the sale of a participant’s employing company or the business in which he or she works or any other reason at the discretion of the Compensation Committee, awards will vest on the original vesting date to the extent the performance condition has been met at such date, unless our Compensation Committee determines that it should vest on the date of cessation to the extent that the performance condition has been met at such date. In the case of death, an award will vest immediately to the extent the performance condition has been met at such date. Vested awards will be subject to time prorating, unless the Compensation Committee determines otherwise. In the event of a change in control, any outstanding awards held by Executive Officers that are not assumed by the acquiring entity will automatically vest pursuant to the terms of the Company’s Change in Control Policy based on achievement of the applicable performance conditions as reasonably determined by the Company in good faith based on performance forecasts available as of the effective date of the change in control. In the event such performance forecast results in achievement below the target level of performance, a pro-rated portion of the award below the target level of performance will be forfeited and settled in a cash payment equal to the difference between (a) the pre-tax cash value of such award at target level of performance, less (b) the pre-tax cash value of such award computed using the performance forecasts available as of the effective date of the Change in Control. Awards granted in the form of an option will be automatically exercised provided that any exercise price payable by the participant on exercise is no more than the offer price or consideration.

  101. Long Term Incentive Plan (LTIP) 2019

    | 54 | 2025 PROXY STATEMENT | |

  102. Omnibus Equity Incentive Plan (Omnibus Plan) 2023

    Omnibus Equity Incentive Plan (Omnibus Plan) 2023 The Omnibus Plan provides for the issuance of up to 6,750,000 shares of common stock, subject to the share recycling and adjustment provisions as provided under the Omnibus Plan. The purpose of the Omnibus Plan is to attract, retain and motivate qualified persons as associates, directors and consultants of Ferguson and its affiliates. The Omnibus Plan also provides a means through which such persons can acquire and maintain share ownership or awards, the value of which is tied to the performance of Ferguson, thereby aligning their interests with Company objectives and shareholder value. The Omnibus Plan provides for potential grants of the following awards to associates, Non-Employee Directors and consultants of Ferguson and its affiliates: (i) incentive stock options qualified as such under U.S. federal income tax laws, (ii) stock options that do not qualify as ISOs, (iii) stock appreciation rights (“SARs”), (iv) restricted stock awards, (v) restricted stock units, (vi) performance awards, (vii) awards of vested stock, (viii) dividend equivalent rights, (ix) other stock-based or cash awards; and (x) substitute awards ((i) – (x) collectively, “Awards”). The Ferguson Board has appointed the Compensation Committee as the committee that will administer the Omnibus Plan (the “Committee”). Unless otherwise limited by the Omnibus Plan or applicable law, the Committee has broad discretion to administer the Omnibus Plan, interpret its provisions and adopt policies for implementing the Omnibus Plan. This discretion includes the power to determine when and to whom Awards will be granted; decide how many Awards will be granted (measured in cash, common stock or as otherwise delegated); prescribe and interpret the terms and provisions of each Award agreement (the terms of which may vary); delegate duties under the Omnibus Plan; terminate, modify or amend the Omnibus Plan; and execute all other responsibilities permitted or required under the Omnibus Plan.

  103. Omnibus Equity Incentive Plan (Omnibus Plan) 2023

    | 56 | 2025 PROXY STATEMENT | |

  104. Omnibus Equity Incentive Plan (Omnibus Plan) 2023

    Unless otherwise provided in the Change in Control Policy, an Award agreement or any applicable service agreement, change in control agreement, or similar agreement, the Committee has the discretion to make any of the following adjustments to Awards upon a change in control: (i) the assumption or substitution of outstanding Awards, (ii) the purchase of any outstanding awards in cash based on the applicable change in control price, (iii) the ability for participants to exercise any outstanding stock options, SARs or other stock-based awards upon the change in control (and if not exercised, such Awards will be terminated), (iv) the acceleration of vesting or exercisability of outstanding Awards if, within 24 months following the consummation of a change in control, a participant’s service is terminated by Ferguson for a reason other than for Cause or by the participant for Good Reason, as applicable (each capitalized term, as defined in the Omnibus Plan), with performance awards vesting at target level of performance if such termination occurs prior to the end of the applicable performance period; and/or (v) the acceleration of vesting or exercisability of outstanding Awards. The Board or the Committee may amend or terminate any Award or Award agreement or amend or terminate the Omnibus Plan at any time; however, shareholder approval will be required for any amendment to the extent necessary to comply with applicable law or exchange listing standards. The Committee does not have the authority, without the approval of shareholders, to amend any outstanding option or SAR to reduce its exercise price per share or take any other action that would be considered a repricing under the applicable exchange listing standards. Without the consent of an affected participant, no action by the Committee or the Ferguson Board to amend or terminate any Award, Award agreement or the Omnibus Plan, as applicable, may materially and adversely affect the rights of such participant under any previously granted and outstanding Award.

  105. Non-Qualified Deferred Compensation Arrangements

    Non-Qualified Deferred Compensation Arrangements FEL sponsors a non-qualified deferred compensation plan to help attract and retain U.S.-based executives and certain other senior associates: the Ferguson Enterprises, LLC Executive Retirement Plan III (“FERP III”). Each of the NEOs is a participant in this Plan. There are three different components under the FERP III: executive deferrals with a company match, standard annual Company contributions under the Supplemental Executive Retirement Plan (“SERP”) and additional discretionary Company contributions under the SERP.

  106. Employment Agreements

    Employment Agreements Messrs. Murphy, Brundage, Graham, Paisley, Thees and Williams and the other Executive Officers entered into employment agreements (with respect to the NEOs and as amended from time to time, the “Executive Employment Agreements”) with FEL, the terms of which are described below.

  107. Employment Agreements

    | 58 | 2025 PROXY STATEMENT | |

  108. Employment Agreements

    Pursuant to the Executive Employment Agreements, each NEO is entitled to receive an annual base salary and a discretionary annual bonus. The NEOs are eligible to participate in the benefit programs offered to senior executives (including short- and long-term disability, healthcare coverage and paid holidays) and the FERP III, SERP and 401(k) retirement savings plans, and any life insurance program offered to senior executives, as well as the Executive Physical Plan. Messrs. Murphy’s and Brundage’s Executive Employment Agreements entitled each to an aggregate discretionary Company contribution of 16% of annual base salary under the FERP III, SERP and 401(k) retirement savings plans until May 2025. Messrs. Murphy and Brundage will receive the same discretionary SERP contribution percentage in October 2025 as all eligible Vice Presidents and above (for more information, see the section above entitled "—Non-Qualified Deferred Compensation Arrangements". The NEOs are also entitled to a car allowance or use of a company car in accordance with Company policy. The NEOs are eligible to receive grants of shares and/or options under the Company Employee Share Plans as described in the “—Long-Term Equity-Based Incentive Program” section above. The Executive Employment Agreements are not for a fixed term, although each agreement is subject to immediate termination in the event of the applicable Executive Officer’s termination for Cause or resignation for Good Reason. The NEOs are permitted to terminate the applicable Executive Employment Agreement at any time for Good Reason or by providing 12 months’ prior written notice for Messrs. Murphy and Brundage and 6 months for Messrs. Graham, Paisley, Thees and Williams, in each case, without Good Reason. In the event of the NEO’s resignation without Good Reason, the Company may elect to provide notice leave in lieu of allowing the NEO to perform services during the notice period. In the event of a termination of employment due to death, the NEOs’ estates are entitled to receive a pro-rata bonus for the year of termination based on then-current projected Company performance to date for the number of days that the NEO was employed during the fiscal year (the “Pro-Rata Bonus”). In the event of a termination without Cause or resignation for Good Reason, subject to the Executive Officer’s timely execution of a general release of claims, the NEOs are entitled to receive their respective annual base salary (i.e., 12 months) in effect at the time of the notice of termination plus the Pro-Rata Bonus, and a lump sum cash payment for the cost of COBRA continuation coverage premiums for the Executive Officer and their dependents under the Company’s medical benefit plans for 12 months following termination. In the event of a change in control, the NEOs may also be eligible for the benefits and protections set forth in the Company’s Change in Control Policy, as may be in effect from time to time. The NEOs are also bound by certain confidentiality, intellectual property and non-disparagement obligations, as well as non-competition, non-interference, non-hire and non-solicitation restrictions during employment and for 12 months following termination. For purposes of the Executive Employment Agreements, “Cause” is defined as an event that the Executive Officer: (a) commits or is guilty of any gross misconduct, gross incompetence or any willful neglect in the discharge of Executive Officer’s duties; (b) commits or continues (after warning) any material breach of the Executive Officer’s employment agreement that amount to gross misconduct, gross incompetence or willful neglect in the discharge of Executive Officer’s duties; (c) fails to perform adequately the duties assigned to Executive Officer in the good faith opinion of the Chair of the Board for the Chief Executive Officer or the Chief Executive Officer for the other Executive Officers; provided that the Chair of the Board or Chief Executive Officer, as applicable, has provided notice to the Executive Officer of such failure and an opportunity to cure such failure within 30 day of such notice if such failure is realistically capable of being cured within 30 days; (d) willfully fails to comply with any valid and legal directive of the Board; (e) materially violates the Company’s written policies and/or Code of Conduct, including but not limited to, violations related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; (f) engages in any material act or acts of fraud, dishonesty, illegal behavior or other conduct tending to bring the Executive Officer or the Company into disrepute; (g) commits any act of bankruptcy or takes advantage of any statute for the time being in force offering relief for insolvent debtors; or (h) is indicted for, convicted of or pleads guilty or nolo contendere to any felony offense or other crime involving dishonesty, fraud or moral turpitude. For purposes of the Executive Employment Agreements, “Good Reason” is defined as the occurrence of one or more of the following, which is not cured within 30 days of written notice thereof and which is asserted within 90 days of the occurrence thereof: (a) the assignment to the Executive Officer of any duties inconsistent in any material adverse respect with Executive Officer’s duties or responsibilities as contemplated by Section 2 and 4 of the Executive Employment Agreement; (b) any reduction in Executive Officer’s Base Salary; (c) any other action by the Company that results in material diminishment in Executive Officer’s duties or responsibilities; provided that any change in the number of positions reporting to the Executive Officer as a result of a reduction in force shall not constitute “Good Reason”; (d) the Company’s failure to comply with any material provisions of the Executive Employment Agreement (e) any purported termination of the Executive Officer’s employment by the Company other than as permitted by the Executive Employment Agreement; or (f) a change in the Executive Officer’s reporting relationship that is not mutually agreed upon by the parties. Additionally, effective August 1, 2024, the Executive Employments Agreement for Messrs. Murphy and Brundage were amended to provide that if the Executive Officer is not nominated for re-election or is not re-elected to the Board, such event shall be deemed to be “Good Reason”.

  109. Employment Agreements

    | | 2025 PROXY STATEMENT | 59 |

  110. Equity Grant Practices

    Equity Grant Practices Although we have not adopted a formal policy regarding the timing of equity award grants, including stock option grants, the Compensation Committee has followed a practice of approving the annual equity awards to participants (including our NEOs) in September, with awards being granted several weeks later, following at least one business day of the announcement of our fiscal year results. Interim equity grants, such as grants made to new hires, promoted associates, and, in some circumstances, for retention purposes, are typically made in the open window period occurring in the second and third quarters of each fiscal year. During fiscal 2025, the Compensation Committee did not consider material non-public information when determining the timing or terms of equity awards, and the Company did not time the disclosure of material non-public information for the purpose of affecting the value of any executive compensation awarded during the year. The Compensation Committee did not grant stock options to any NEO in 2025 during the period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-K, Form 10-Q or Form 8-K that discloses material non-public information.

  111. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements

  112. Change in Control Policy

    Change in Control Policy Effective August 1, 2024, the Company adopted a Change in Control Policy. Our NEOs and certain individuals designated by the Board as “Executive Officers” are eligible to participate in the Change in Control Policy. Pursuant to the Change in Control Policy, participants may be entitled to receive the following additional separation benefits upon an involuntary termination of employment in connection with a change in control or within the 24 months following the effective date of a change in control: (i) accelerated vesting of the unvested portion of any stock options, stock awards, restricted shares or performance shares (with performance-based awards vesting based on achievement of performance conditions as reasonably determined by the Company in good faith based on performance forecasts available as of the termination date), (ii) a lump sum cash payment equal to the sum of (x) the participant’s target annual bonus for the year of termination, prorated based on the number of days during the performance period that such participant was employed, divided by 365 days, and (y) three times (for the CEO) and two times (for all other participants) the sum of the participant’s base salary and target annual bonus for the year in which the termination date occurs (or, if no target has been set as of the termination date, the target annual cash incentive amount for the prior year), in each case, subject to the participant’s timely execution and non-revocation of a general release of claims in favor of the Company and continued compliance with all restrictive covenant obligations. Additionally, if the acquiring entity does not assume the Company’s existing share plans following the change in control, then the remaining unvested portion of any stock options, stock awards, restricted shares, or performance shares held by the participants will accelerate and vest (without any proration for time) immediately prior to the effective date of the change in control (with performance-based awards vesting based on achievement of performance conditions as reasonably determined by the Company in good faith based on performance forecasts available as of the effective date of the change in control). In the event of a participant’s death after becoming eligible for separation benefits pursuant to the Change in Control Policy and executing a general release of claims in favor of the Company, the separation benefits for which such participant is eligible under the Change in Control Policy will be paid to the participant’s estate. In the event of a participant’s death after becoming eligible for separation benefits pursuant to the Change in Control Policy but before such participant has executed a general release of claims in favor of the Company, no separation benefits for which such participant would have otherwise been eligible will be paid to the participant’s estate unless the participant’s estate executes a comparable release for and on behalf of the participant’s estate.

  113. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“ASC 718”) for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Future grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will be accounted for under ASC 718. We anticipate that the Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  114. Executive Compensation Changes after Fiscal 2025 for the Transition Period

    Executive Compensation Changes after Fiscal 2025 for the Transition Period In May 2025 we reviewed our peer group with Meridian, and in June 2025, the Compensation Committee approved the removal of four current peer group companies (Honeywell International Inc., Illinois Tool Works Inc., Parker-Hannifin Corporation and Stanley Black & Decker, Inc.), and identified four new peer group companies that better reflect our industry, size or business model (Builders FirstSource, Inc., The Home Depot, Inc., Lowe’s Companies, Inc., The Sherwin-Williams Company) (the "Revised Peer Group"). Based on a review of compensation programs against the Revised Peer Group conducted by management and the Compensation Committee’s compensation consultant (Meridian), in September 2025, the Compensation Committee approved overall changes to the pay structure for our Named Executive Officers for the five-month transition period between August 1, 2025 to December 31, 2025, in order to align the target market positioning of total direct compensation within a 15% range of the median total direct compensation of the Revised Peer Group. The material compensation changes approved to the pay structure for our Chief Operating Officer ("COO") and Chief Legal Officer & Corporate Secretary ("CLO") for the transition period are set forth in the following table:

  115. Executive Compensation Changes after Fiscal 2025 for the Transition Period

    | | Fiscal 2025 | | Transition Period (annualized) | | | | COO | CLO | COO | CLO | | Base Salary | $715,000 | $647,165 | $786,500 | $666,580 | | Target STI (% of Base Salary) | 75% | 75% | 100% | 85% | | Target LTI | $1,358,500 | $1,229,614 | $1,750,000 | $1,500,000 |

  116. Executive Compensation Changes after Fiscal 2025 for the Transition Period

    For the transition period, the short-term incentive (“STI”) scorecard metric is adjusted operating profit (100%) and the range of achievement levels are threshold at 85%, target at 100% and maximum at 110%, reflecting a decrease for threshold from 90% to 85% from the fiscal 2025 STI achievement levels. The long-term incentive design for the transition period did not change from the fiscal 2025 design described above in the section titled “—Elements of Our Compensation Program—Long-Term Equity-Based Incentive Program.”

  117. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for the fiscal years indicated.

  118. 2025 Summary Compensation Table

    | Name | Fiscal Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(6) ($) | All Other Compensation ($)(7) | Total ($) | | Kevin Murphy President & Chief Executive Officer and Director | 2025 | 1,457,346 | — | 7,808,186 | 1,927,640 | 2,632,818 | — | 311,503 | 14,137,493 | | | 2024 | 1,237,059 | — | 5,121,132 | — | 2,442,802 | — | 251,723 | 9,052,716 | | | 2023 | 1,194,278 | — | 2,520,730 | — | 1,457,800 | — | 267,963 | 5,440,771 | | Bill Brundage Chief Financial Officer and Director | 2025 | 819,299 | — | 2,339,775 | 577,589 | 925,083 | — | 192,840 | 4,854,586 | | | 2024 | 735,006 | — | 2,119,936 | — | 927,574 | — | 189,213 | 3,971,729 | | | 2023 | 690,839 | — | 939,465 | — | 608,922 | — | 189,399 | 2,428,621 | | Ian Graham Chief Legal Officer & Corporate Secretary | 2025 | 644,024 | — | 984,413 | 243,078 | 545,383 | — | 229,507 | 2,646,405 | | | 2024 | 625,267 | — | 1,080,455 | — | 553,334 | — | 257,754 | 2,516,810 | | | 2023 | 604,238 | — | 891,935 | — | 448,386 | — | 261,306 | 2,205,863 | | Andy Paisley Chief Digital & Information Officer | 2025 | 645,750 | — | 987,236 | 243,700 | 546,845 | — | 179,783 | 2,603,314 | | Bill Thees Chief Operating Officer | 2025 | 685,446 | — | 1,007,597 | 248,800 | 542,900 | — | 219,957 | 2,704,700 | | | 2024 | 639,860 | — | 1,105,910 | — | 491,278 | — | 232,714 | 2,469,762 | | | 2023 | 620,000 | — | 912,347 | — | 466,283 | — | 222,470 | 2,221,100 | | Garland Williams(1) Former Senior Vice President - Blended | 2025 | 486,179 | — | 880,591 | 217,389 | — | — | 1,336,211 | 2,920,370 |

  119. 2025 Summary Compensation Table

    (1)Mr. Williams separated from the Company and his position of Senior Vice President - Blended effective June 9, 2025. (2)The salary received during a fiscal year reflects the actual earnings attributed to base salary during the year and may differ from an NEO’s annual base salary due to changes that typically occur in October of each year as discussed under the Base Salaries section. As a foreign private issuer in fiscal 2022, the Company was required to provide executive compensation disclosure on an individual basis only for Messrs. Murphy and Brundage in accordance with the requirements of Form 20-F. In fiscal 2023, the Company determined that it no longer qualified as a foreign private issuer effective August 1, 2023, and Messrs. Graham and Thees became NEOs in fiscal 2023 and Messrs. Paisley and Williams became NEOs in fiscal 2025. (3)The amounts in this column reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718 and using the assumptions discussed in Note 15, “Share-based compensation”, to our consolidated financial statements contained in our 2025 Form 10-K, of the RSU, SO and PSU awards granted in fiscal 2025, as described under the section titled “—Elements of Our Compensation Program—Long-Term Equity-Based Incentive Program.” (4)The grant date fair value of all PSUs awarded under the Omnibus Plan shown in the table are calculated based on Target performance achievement. The PSU awards at Maximum performance achievement earned at the end of the three-year performance period, would be Mr. Murphy ($9,804,158), Mr. Brundage ($2,937,967), Mr. Graham ($1,236,096), Mr. Paisley ($1,239,741), Mr. Thees ($1,265,257) and Mr. Williams ($1,105,686). (5)The amounts in this column reflect the annual short-term incentive awards for each fiscal year, which were paid out in October 2025 for fiscal 2025, based on performance achievement described in more detail in the annual short-term incentive award section. (6)None of our NEOs recognized above market or preferential earnings on amounts deferred under non-qualified deferred compensation plans.

  120. 2025 Summary Compensation Table

    | 64 | 2025 PROXY STATEMENT | |

  121. 2025 Summary Compensation Table

    (7)Amounts reported under All Other Compensation for fiscal 2025 includes:

  122. 2025 Summary Compensation Table

    | All Other Compensation | Kevin Murphy | Bill Brundage | Ian Graham | Andy Paisley | Bill Thees | Garland Williams | | Annual value of leased vehicles or the cash vehicle allowance and fuel | $43,391 | $28,816 | $15,300 | $13,200 | $18,820 | $2,465 | | Annual premiums paid by FEL for executive universal whole life insurance pursuant to Ferguson Enterprises, LLC Executive Life Insurance Plan II ("FELIP") (this benefit was closed to new entrants in fiscal 2020 and replaced by term life insurance coverage) | $— | $19,726 | $50,727 | $— | $31,463 | $31,021 | | Company Matching 401(k) Contributions | $12,250 | $12,250 | $7,550 | $12,250 | $12,250 | $11,932 | | FERP III matching contributions | $2,912 | $— | $8,750 | $8,750 | $11,252 | $8,625 | | SERP (Discretionary) | $100,162 | $62,646 | $106,074 | $106,877 | $101,802 | $87,445 | | SERP (Mandatory) | $119,205 | $47,172 | $29,225 | $29,654 | $27,795 | $22,618 | | Executive long-term disability | $8,198 | $5,568 | $8,367 | $9,052 | $9,369 | $5,139 | | Long Term Care | $3,368 | $2,536 | $— | $— | $3,206 | $— | | Executive Physicals | $— | $— | $— | $— | $4,000 | $— | | U.K. Tax Return | $2,014 | $6,042 | $2,014 | $— | $— | $— | | Personal Use of Company Aircraft | $20,003 | $8,084 | $— | $— | $— | $— | | Fiscal 2025 prorated Bonus paid to Mr. Williams at target value and other severance payout amounts | $— | $— | $— | $— | $— | $1,166,965 | | Financial Planning | $— | $— | $1,500 | $— | $— | $— |

  123. 2025 Summary Compensation Table

    | | 2025 PROXY STATEMENT | 65 |

  124. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for fiscal 2025 with respect to our NEOs.

  125. 2025 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: # of Shares of Stock Units (#)(3) | All Other Option Awards: # of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Kevin Murphy | | | | | | | | | | | | | SOs | 10/15/2024 | — | — | — | — | — | — | — | 30,991 | 201.38 | 1,927,640 | | RSUs | 10/15/2024 | — | — | — | — | — | — | 14,524 | — | — | 2,906,107 | | PSUs | 10/15/2024 | — | — | — | 12,104 | 24,207 | 48,414 | — | — | — | 4,902,079 | | Annual STI | — | 1,165,877 | 2,331,754 | 4,663,507 | — | — | — | — | — | — | — | | Bill Brundage | | | | | | | | | | | | | SOs | 10/15/2024 | — | — | — | — | — | — | — | 9,286 | 201.38 | 577,589 | | RSUs | 10/15/2024 | — | — | — | — | — | — | 4,352 | — | — | 870,792 | | PSUs | 10/15/2024 | — | — | — | 3,627 | 7,254 | 14,508 | — | — | — | 1,468,983 | | Annual STI | — | 409,650 | 819,299 | 1,638,598 | — | — | — | — | — | — | — | | Ian Graham | | | | | | | | | | | | | SOs | 10/15/2024 | — | — | — | — | — | — | — | 3,908 | 201.38 | 243,078 | | RSUs | 10/15/2024 | — | — | — | — | — | — | 1,831 | — | — | 366,365 | | PSUs | 10/15/2024 | — | — | — | 1,526 | 3,052 | 6,104 | — | — | — | 618,048 | | Annual STI | — | 241,509 | 483,018 | 966,035 | — | — | — | — | — | — | — | | Andy Paisley | | | | | | | | | | | | | Options | 10/15/2024 | — | — | — | — | — | — | — | 3,918 | 201.38 | 243,700 | | RSUs | 10/15/2024 | — | — | — | — | — | — | 1,836 | — | — | 367,365 | | PSUs | 10/15/2024 | — | — | — | 1,531 | 3,061 | 6,122 | — | — | — | 619,870 | | Annual STI | — | 242,156 | 484,313 | 968,626 | — | — | — | — | — | — | — | | Bill Thees | | | | | | | | | | | | | Options | 10/15/2024 | — | — | — | — | — | — | — | 4,000 | 201.38 | 248,800 | | RSUs | 10/15/2024 | — | — | — | — | — | — | 1,874 | — | — | 374,969 | | PSUs | 10/15/2024 | — | — | — | 1,562 | 3,124 | 6,248 | — | — | — | 632,628 | | Annual STI | — | 257,042 | 514,085 | 1,028,170 | — | — | — | — | — | — | — | | Garland Williams | | | | | | | | | | | | | Options | 10/15/2024 | — | — | — | — | — | — | — | 3,495 | 201.38 | 217,389 | | RSUs | 10/15/2024 | — | — | — | — | — | — | 1,638 | — | — | 327,747 | | PSUs | 10/15/2024 | — | — | — | 1,365 | 2,730 | 5,460 | — | — | — | 552,843 | | Annual STI | — | — | 368,132 | — | — | — | — | — | — | — | — |

  126. 2025 Grants of Plan-Based Awards

    (1)Amounts represent awards payable under our 2025 Bonus Program. See “—Elements of Our Compensation Program—Annual Short-Term Incentive Award Program” above for a description of our Bonus Program. Actual amounts paid under our fiscal 2024 Bonus Program are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2)Reflects the number of shares eligible to vest for the applicable level of performance for the fiscal 2025 grants of performance awards made pursuant to the Omnibus Plan, the terms of which are summarized under “—Elements of Our Compensation Program—Long-Term Equity-Based Incentive Program.” (3)Reflects the fiscal 2025 grants of service-based awards made pursuant to the Omnibus Plan, the terms of which are summarized under “—Elements of Our Compensation Program—Long-Term Equity-Based Incentive Program.” (4)The exercise price of the stock options is calculated using the closing price of a share of Company common stock on the date prior to the date of grant. The closing price of a share of Company common stock on the option grant date was $200.09. (5)Represents the aggregate grant date fair value of the awards pursuant to FASB ASC Topic 718 as of the grant date based on the probable outcome of the applicable performance conditions and using the assumptions discussed in Note 15, “Share-based compensation”, to our consolidated financial statements contained in our 2025 Form 10-K.

  127. 2025 Grants of Plan-Based Awards

    | 66 | 2025 PROXY STATEMENT | |

  128. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards of our NEOs as of July 31, 2025, with respect to the relevant NEO. The market value of the shares in the following table is the fair value of such shares as of July 31, 2025.

  129. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Vesting Date | # of securities underlying unexercised options (#) exercisable | # of securities underlying unexercised options (#) unexercisable(1) | Option exercise price ($) | Option expiration date | # of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(2) | Equity incentive plan awards: # of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | Kevin Murphy | | | | | | | | | | | | FY23 LTIP(3) | 10/13/2022 | 10/13/2025 | — | — | — | — | 26,567 | 5,933,317 | — | — | | FY24 LTIP(4) | 10/12/2023 | 10/12/2026 | — | — | — | — | — | — | 19,425 | 4,338,185 | | FY24 PSUs(5) | 12/7/2023 | 10/12/2026 | — | — | — | — | — | — | 3,939 | 879,697 | | FY24 RSUs(6) | 12/7/2023 | 10/12/2026 | — | — | — | — | 9,974 | 2,227,493 | — | — | | FY25 SOs | 10/15/2024 | 10/15/2027 | — | 30,991 | 201.38 | 10/15/2034 | — | — | — | — | | FY25 PSUs(5) | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | 24,525 | 5,477,168 | | FY25 RSUs(7) | 10/15/2024 | 10/15/2027 | — | — | — | — | 14,716 | 3,286,524 | — | — | | Bill Brundage | | | | | | | | | | | | FY23 LTIP(3) | 10/13/2022 | 10/13/2025 | — | — | — | — | 9,903 | 2,211,724 | — | — | | FY24 LTIP(4) | 10/12/2023 | 10/12/2026 | — | — | — | — | — | — | 9,726 | 2,172,108 | | FY24 RSUs(6) | 12/7/2023 | 10/12/2026 | — | — | — | — | 4,149 | 926,596 | — | — | | FY25 SOs | 10/15/2024 | 10/15/2027 | — | 9,286 | 201.38 | 10/15/2034 | — | — | — | — | | FY25 PSUs(5) | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | 7,350 | 1,641,476 | | FY25 RSUs(7) | 10/15/2024 | 10/15/2027 | — | — | — | — | 4,406 | 983,992 | — | — | | Ian Graham | | | | | | | | | | | | FY23 OSP(6) | 10/13/2022 | 10/13/2025 | — | — | — | — | 2,674 | 597,184 | — | — | | FY23 POSP(8) | 10/13/2022 | 10/13/2025 | — | — | — | — | 5,435 | 1,213,807 | — | — | | FY24 OSP(6) | 10/12/2023 | 10/12/2026 | — | — | — | — | 2,050 | 457,827 | — | — | | FY24 POSP(9) | 10/12/2023 | 10/12/2026 | — | — | — | — | — | — | 4,784 | 1,068,411 | | FY25 SOs | 10/15/2024 | 10/15/2027 | — | 3,908 | 201.38 | 10/15/2034 | — | — | — | — | | FY25 PSUs(5) | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | 3,091 | 690,313 | | FY25 RSUs(7) | 10/15/2024 | 10/15/2027 | — | — | — | — | 1,852 | 413,607 | — | — | | Andy Paisley | | | | | | | | | | | | FY23 OSP(6) | 1/12/2023 | 1/12/2026 | — | — | — | — | 1,999 | 446,437 | — | — | | FY23 POSP(8) | 1/12/2023 | 1/12/2026 | — | — | — | — | 4,064 | 907,632 | — | — | | FY24 OSP(6) | 10/12/2023 | 10/12/2026 | — | — | — | — | 2,056 | 459,166 | — | — | | FY24 POSP(9) | 10/12/2023 | 10/12/2026 | — | — | — | — | — | — | 4,797 | 1,071,314 | | FY25 SOs | 10/15/2024 | 10/15/2027 | — | 3,918 | 201.38 | 10/15/2034 | — | — | — | — | | FY25 PSUs(5) | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | 3,100 | 692,323 | | FY25 RSUs(7) | 10/15/2024 | 10/15/2027 | — | — | — | — | 1,857 | 414,724 | — | — | | Bill Thees | | | | | | | | | | | | FY23 OSP(6) | 10/13/2022 | 10/13/2025 | — | — | — | — | 2,735 | 610,808 | — | — | | FY23 POSP(8) | 10/13/2022 | 10/13/2025 | — | — | — | — | 5,559 | 1,241,481 | — | — | | FY24 OSP(6) | 10/12/2023 | 10/12/2026 | — | — | — | — | 2,098 | 468,546 | — | — | | FY24 POSP(9) | 10/12/2023 | 10/12/2026 | — | — | — | — | — | — | 4,897 | 1,093,647 | | FY25 SOs | 10/15/2024 | 10/15/2027 | — | 4,000 | 201.38 | 10/15/2034 | — | — | — | — | | FY25 PSUs(5) | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | 3,163 | 706,393 | | FY25 RSUs(7) | 10/15/2024 | 10/15/2027 | — | — | — | — | 1,895 | 423,210 | — | — |

  130. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 2025 PROXY STATEMENT | 67 |

  131. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Vesting Date | # of securities underlying unexercised options (#) exercisable | # of securities underlying unexercised options (#) unexercisable(1) | Option exercise price ($) | Option expiration date | # of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(2) | Equity incentive plan awards: # of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | Garland Williams(10) | | | | | | | | | | | | FY23 OSP(6) | 10/13/2022 | 10/13/2025 | — | — | — | — | — | — | — | — | | FY23 POSP(8) | 10/13/2022 | 10/13/2025 | — | — | — | — | 3,187 | 711,863 | — | — | | FY24 OSP(6) | 10/12/2023 | 10/12/2026 | — | — | — | — | — | — | — | — | | FY24 POSP(9) | 10/12/2023 | 10/12/2026 | — | — | — | — | — | — | 2,194 | 489,986 | | FY25 SOs | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | — | — | | FY25 PSUs(5) | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | 516 | 115,238 | | FY25 RSUs(7) | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | — | — |

  132. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Stock options vest in three, equal annual installments beginning on October 15, 2025, subject to continued employment. (2)Based on the closing market price of Company shares on July 31, 2025 of $223.33 per share. (3)Fiscal 2023 LTIP is reflected at actual level of achievement for FY23 LTIP Awards as certified by the Compensation Committee as described above in "—Elements of our Compensation Program—Long-Term Equity-Based Incentive Program—Shares Earned with Respect to Fiscal 2023 LTIP Awards." Amounts include dividend equivalents accrued at actual level of achievement as of July 31, 2025. (4)Fiscal 2024 LTIP is reflected at target level of achievement and includes dividend equivalents accrued as of July 31, 2025 assuming target achievement. (5)PSU awards are reflected at target level of achievement and include dividend equivalents accrued as of July 31, 2025 assuming target achievement. (6)All OSP awards and fiscal 2024 RSUs vest on the three-year anniversary of the date of grant, subject to continued employment. Fiscal 2024 RSU amounts include dividend equivalents accrued as of July 31, 2025. (7)Fiscal 2025 RSUs vest in three equal annual installments beginning on October 15, 2025, subject to continued employment. Amounts include dividend equivalents accrued as of July 31, 2025. (8)Fiscal 2023 POSP awards are reflected at the achievement level based on the Compensation Committee's discretion for FY23 POSP Awards as certified by the Compensation Committee as described above in "—Elements of our Compensation Program—Long-Term Equity-Based Incentive Program—Shares Earned with Respect to Fiscal 2023 POSP and OSP Awards." (9)Fiscal 2024 POSP awards are reflected at target level of achievement. (10)Mr. Williams’ awards are prorated based on his separation date of June 9, 2025 in accordance with POSP.

  133. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 68 | 2025 PROXY STATEMENT | |

  134. Option Exercises and Stock Vested in the 2025 Fiscal Year

    Option Exercises and Stock Vested in the 2025 Fiscal Year The following table sets forth certain information with respect to the exercise of stock option awards and vesting of stock awards during the fiscal year ended July 31, 2025, with respect to our NEOs.

  135. Option Exercises and Stock Vested in the 2025 Fiscal Year

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Kevin Murphy | — | — | 29,921 | 5,943,507 | | Bill Brundage | — | — | 11,928 | 2,369,378 | | Ian Graham | — | — | 9,720 | 1,930,781 | | Andy Paisley | — | — | — | — | | Bill Thees | — | — | 9,243 | 1,836,030 | | Garland Williams(3) | 776 | 165,932 | 6,690 | 1,333,747 |

  136. Option Exercises and Stock Vested in the 2025 Fiscal Year

    (1)The vesting of LTIP awards for Messrs. Murphy and Brundage occurred on October 14, 2024. Settlement of 29,921 and 11,928 shares in respect of these awards for Messrs. Murphy and Brundage, respectively, occurred on October 14, 2024. Messrs. Murphy’s and Brundage’s vested LTIP award includes 1,786 and 712 shares of dividend equivalents, respectively, that vested when the underlying LTIP award vested. (2)Amounts reflect the market value of our shares of $198.64 and $213.83 on the respective vesting dates (October 14, 2024 and June 9, 2025). (3)Includes 2,829 shares and 776 SOs vested on June 9, 2025 upon Mr. Williams’ separation, pursuant to the terms of the OSP and Omnibus Plan, as described above under “—Elements of Our Compensation Program—General Information on Share Plans”.

  137. 2025 Non-Qualified Deferred Compensation

    2025 Non-Qualified Deferred Compensation The following table provides information regarding non-qualified deferred compensation plan benefits for our NEOs for fiscal 2025.

  138. 2025 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($)(2)(3)(4) | Aggregate Earnings in Last FY ($)(5)(6) | Aggregate Withdrawals Distributions in Last FY ($) | Aggregate Balance at Last FY End ($)(6) | | Kevin Murphy | 5,823 | 222,279 | 162,368 | — | 5,578,646 | | Bill Brundage | — | 109,818 | 474,421 | — | 3,762,525 | | Ian Graham | 58,443 | 144,049 | 95,051 | — | 1,296,397 | | Andy Paisley | 113,870 | 145,281 | 29,948 | — | 412,106 | | Bill Thees | 24,690 | 140,849 | 528,622 | — | 6,880,871 | | Garland Williams | 131,778 | 118,688 | 293,285 | — | 2,675,963 |

  139. 2025 Non-Qualified Deferred Compensation

    (1)The Company’s executives may elect to defer up to 80% of their base salary and/or up to 80% of their annual Short-Term Incentive Awards under the FERP III, as described in the section titled “—Elements of Our Compensation Program—Non-Qualified Deferred Compensation Arrangements.” These amounts shown in this column reflect the deferral elections for fiscal 2025 and are included in the 2025 Summary Compensation Table under Salary and All Other Compensation. (2)FEL provides up to a 50% match on any deferrals under the FERP III provided that the maximum matching contribution will not exceed 2.5% of the IRC 401(a)17 qualified compensation limit ($350,000 for 2025). The amounts in this column include this FERP III matching contribution. (3)FEL provides for restoration of the retirement plan match above the covered compensation limits by contributing 3.5% of the executive’s compensation above the IRC 401(a)17 qualified plan limits ($350,000 for 2025) to the executive’s FERP III account. This contribution is included in the values shown in this column. (4)Based on business results, FEL may also declare a discretionary contribution be credited to the executive’s account. During fiscal 2025, FEL made a discretionary contribution of 9% for Vice Presidents and above which amount is included in the values shown in this column. The total FEL contribution for Messrs. Murphy and Brundage was 16% of base salary and is also shown in this column. (5)No amount reported in this column is reported in the 2025 Summary Compensation Table as above market or preferential earnings on amounts deferred under non-qualified deferred compensation plans. (6)The amounts in this column reflect deferrals and contributions that have been made under the FERP I, II and III plans as well as any aggregate earnings on these amounts.

  140. 2025 Non-Qualified Deferred Compensation

    | | 2025 PROXY STATEMENT | 69 |

  141. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control The following table sets forth quantitative estimates of the benefits that would have accrued to each of our NEOs if their employment had been terminated without cause on July 31, 2025. Amounts below reflect potential payments pursuant to the Executive Employment Agreements for such NEOs. For additional discussion of the potential benefits and payments due in connection with a change in control, please see “—Severance and Change in Control Arrangements—Change in Control Policy,” “—Elements of Our Compensation Program—Employment Agreements” and “—Elements of our Compensation Program—Annual Short-Term Incentive Award Program” above.

  142. Potential Payments Upon Termination or a Change in Control

    | Name | Cash Severance Benefits ($) | Payment of Current Year Bonus (FY25) ($) | Accelerated Vesting of Stock Awards ($) | Accelerated Vesting of Option Awards ($) | Other Cash ($) | Total ($) | | Kevin Murphy | | | | | | | | Retirement(1) | — | 2,632,818 | 2,190,923 | 1,248,395 | — | 6,072,136 | | Death(2) | — | 2,331,754 | 15,344,379 | 4,993,580 | 1,759,048 | 24,428,761 | | Disability(3) | — | 2,632,818 | 15,344,379 | 4,993,580 | — | 22,970,777 | | Qualifying Termination(4) | 1,500,000 | 2,331,754 | 11,896,768 | 1,248,395 | 9,048 | 16,985,965 | | Change in Control w/out Qualifying Termination (LTI Assumed)(5) | — | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed)(6) | — | — | 22,729,187 | 4,993,580 | — | 27,722,767 | | Change in Control with Qualifying Termination(7) | 4,500,000 | 2,331,754 | 22,729,187 | 4,993,580 | 9,048 | 34,563,569 | | Bill Brundage | | | | | | | | Retirement(1) | — | — | — | — | — | — | | Death(2) | — | 819,299 | 5,615,462 | 1,496,253 | 3,012,269 | 10,943,283 | | Disability(3) | — | 925,083 | 5,615,462 | 1,496,253 | — | 8,036,798 | | Qualifying Termination(4) | 834,757 | 819,299 | 4,468,676 | 374,063 | 12,269 | 6,509,064 | | Change in Control w/out Qualifying Termination (LTI Assumed)(5) | — | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed)(6) | — | — | 8,154,672 | 1,496,253 | — | 9,650,925 | | Change in Control with Qualifying Termination(7) | 1,669,514 | 819,299 | 8,154,672 | 1,496,253 | 12,269 | 12,152,007 | | Ian Graham | | | | | | | | Retirement(1) | — | 545,383 | 2,826,361 | 157,424 | — | 3,529,168 | | Death(2) | — | 483,018 | 3,136,566 | 629,696 | 2,013,159 | 6,262,439 | | Disability(3) | — | 545,383 | 3,136,566 | 629,696 | — | 4,311,645 | | Qualifying Termination(4) | 647,165 | 483,018 | 2,826,361 | 157,424 | 13,159 | 4,127,127 | | Change in Control w/out Qualifying Termination (LTI Assumed)(5) | — | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed)(6) | — | — | 4,620,921 | 629,696 | — | 5,250,617 | | Change in Control with Qualifying Termination(7) | 1,294,330 | 483,018 | 4,620,921 | 629,696 | 13,159 | 7,041,124 |

  143. Potential Payments Upon Termination or a Change in Control

    | 70 | 2025 PROXY STATEMENT | |

  144. Potential Payments Upon Termination or a Change in Control

    | Name | Cash Severance Benefits ($) | Payment of Current Year Bonus (FY25) ($) | Accelerated Vesting of Stock Awards ($) | Accelerated Vesting of Option Awards ($) | Other Cash ($) | Total ($) | | Andy Paisley | | | | | | | | Retirement(1) | — | 546,845 | 2,297,933 | 157,827 | — | 3,002,605 | | Death(2) | — | 484,313 | 2,608,976 | 631,307 | 1,757,410 | 5,482,006 | | Disability(3) | — | 546,845 | 2,608,976 | 631,307 | — | 3,787,128 | | Qualifying Termination(4) | 648,900 | 484,313 | 2,297,933 | 157,827 | 7,410 | 3,596,383 | | Change in Control w/out Qualifying Termination (LTI Assumed)(5) | — | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed)(6) | — | — | 4,126,022 | 631,307 | — | 4,757,329 | | Change in Control with Qualifying Termination(7) | 1,297,800 | 484,313 | 4,126,022 | 631,307 | 7,410 | 6,546,852 | | Bill Thees | | | | | | | | Retirement(1) | — | 542,900 | 2,891,742 | 161,130 | — | 3,595,772 | | Death(2) | — | 514,085 | 3,209,150 | 644,520 | 2,012,269 | 6,380,024 | | Disability(3) | — | 542,900 | 3,209,150 | 644,520 | — | 4,396,570 | | Qualifying Termination(4) | 715,000 | 514,085 | 2,891,742 | 161,130 | 12,269 | 4,294,226 | | Change in Control w/out Qualifying Termination (LTI Assumed)(5) | — | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed)(6) | — | — | 4,728,119 | 644,520 | — | 5,372,639 | | Change in Control with Qualifying Termination(7) | 1,430,000 | 514,085 | 4,728,119 | 644,520 | 12,269 | 7,328,993 | | Garland Williams | | | | | | | | Qualifying Termination(4) | 578,773 | 368,132 | 1,922,094 | 117,665 | — | 2,986,664 |

  145. Potential Payments Upon Termination or a Change in Control

    (1)Upon retirement, our NEOs are entitled to receive a pro-rata Bonus for the year in which such retirement occurs, based on actual performance. Additionally, pursuant to the OSP, all outstanding OSP awards automatically vest with prorated vesting from and after the grant date. POSP and LTIP awards will vest on the original vesting date with prorated vesting from and after the grant date to the extent the performance condition has been met at such date, unless our Compensation Committee determines that it should vest on the date of cessation to the extent that the performance condition has been met at such date. The fiscal 2025 RSU and SO grants automatically vest on the retirement date with prorated vesting upon the participant attaining age 55 or 25 years of service with the Company, provided six months’ notice is given. The fiscal 2025 PSU grants will vest on the original vesting date with prorated vesting from and after the grant date to the extent the performance condition has been met at such date upon the participant attaining age 55 or 25 years of service with the Company. (2)Pursuant to the Executive Employment Agreements, in the event of a termination of employment due to death, the NEOs are entitled to receive a pro-rata bonus for the year of termination based on then-current projected Company performance to date for the number of days that the NEO was employed during fiscal 2024 (the “Pro-Rata Bonus”). In the event of a termination of employment due to death, the NEOs’ LTIP and POSP awards would vest pro-rata based on actual performance at the date of death, the OSP awards would vest pro-rata at the date of death, the PSU awards would vest pro-rata based on target performance at the date of death, the RSU and SO awards would vest in full at the date of death. In the event of a termination of employment due to death, the NEO would receive the Basic and/or Optional Life payout. Mr. Brundage, Mr. Graham and Mr. Thees would receive the legacy Ferguson Enterprises, LLC Executive Life Insurance Plan II (“FELIP”) value paid out. (3)Pursuant to the Executive Employment Agreements and consistent with our administrative practices for other associates, in the event of termination of employment due to disability, the NEOs are entitled to receive a pro-rata bonus for the year of termination based on the then-current forecasted performance. In the event of a termination of employment due to disability, the NEOs’ LTIP and POSP awards would vest pro-rata based on actual performance at the original vesting date, the OSP awards would vest pro-rata at the date of termination, the PSU awards would vest pro-rata based on target performance at the date of termination and the RSU and SO awards would vest in full at the date of termination.

  146. Potential Payments Upon Termination or a Change in Control

    | | 2025 PROXY STATEMENT | 71 |

  147. Potential Payments Upon Termination or a Change in Control

    (4)Pursuant to the Executive Employment Agreements, in the event of a termination without Cause or resignation for Good Reason (as defined in the Executive Employment Agreements), subject to the Executive Officer’s execution of a general release of claims, the NEOs are entitled to receive their respective annual base salary (i.e., 12 months) in effect at the time of the notice of termination plus the Pro-Rata Bonus (defined in FN 2 above), the NEOs and their dependents may be eligible for COBRA continuation coverage under the Company’s medical benefit plans for 12 months following termination and will be provided a lump sum payment by FEL that would equal the cost for such coverage. In the event of a termination without Cause or resignation for Good Reason (as defined in the Executive Employment Agreements), the NEOs’ LTIP and POSP awards would vest pro-rata based on actual performance at the original vesting date, the OSP awards would vest pro-rata at the date of termination, the PSU awards would vest pro-rata based on actual performance at the original vesting date and the RSU and SO awards would vest pro-rata at the date of termination. As of his separation on June 9, 2025, Mr. Williams will retain $1,315,829 of pro-rated POSP and PSU awards. The fiscal 2023 POSP award is valued at actual certified vesting amount (See section titled "—Elements of Our Compensation Program—Long-Term Equity-Based Incentive Program—Shares Earned with Respect to Fiscal 2023 POSP and OSP Awards" for further details), while the fiscal 2024 POSP and fiscal 2025 PSU awards are reflected at target. These awards are subject to the original performance conditions and vesting schedule outlined in the plan. (5)Reflects LTI awards are assumed upon a change in control. (6)Pursuant to the Company’s Change in Control Policy, in the event of a change in control, if the acquiring entity does not assume (or fully replace with an equivalent or better LTI award) a NEO’s outstanding equity awards following the change in control, then the remaining unvested portion of any stock options, stock awards, restricted shares or performance shares held by each of the NEOs will accelerate and vest (without any proration for time) immediately prior to the effective date of the change in control. Any such awards that are subject to performance-based vesting will vest based on achievement of the applicable performance conditions as reasonably determined by the Company in good faith based on performance forecasts available as of the effective date of the change in control. In the Accelerated Vesting of Equity Awards column, the FY23 POSP Awards are reflected at the actual level the Compensation Committee applied discretion as described above in "—Long-Term Equity-Based Incentive Program—Shares Earned with Respect to Fiscal 2023 POSP and OSP Awards," the FY23 LTIP Awards are reflected at actual achievement as described above in "—Elements of Our Compensation Program—Long-Term Equity-Based Incentive Program—Shares Earned with Respect to Fiscal 2023 LTIP Awards," the fiscal 2024 LTIP, POSP and PSU awards are assumed to vest at target performance and the fiscal 2025 PSU awards are assumed to vest at target performance. Pursuant to the Change in Control Policy, the default treatment would be to pay any excess amount between actual and target for performance awards in shares, but in the event payment in shares is prohibited by law, the excess portion will be paid in cash. (7)Pursuant to the Company’s Change in Control Policy, upon an involuntary termination of employment in connection with a change in control or within the 24 months following the effective date of a change in control, the NEOs are entitled to: (i) accelerated vesting of the unvested portion of any stock options, stock awards, restricted shares or performance shares, (ii) a lump sum cash payment equal to the sum of (x) the NEO’s target annual bonus for the year of termination, prorated based on the number of days during the performance period that such NEO was employed, divided by 365 days, and (y) three times (for the CEO) and two times (for all other NEOs) the sum of the NEO’s base salary and target annual bonus for the year in which the termination date occurs (or, if no target has been set as of the termination date, the target annual cash incentive amount for the prior year), in each case, subject to the NEO’s timely execution and non-revocation of a general release of claims in favor of the Company. The NEOs and their dependents may be eligible for COBRA continuation coverage under the Company’s medical benefit plans for 12 months following termination and will be provided a lump sum payment by FEL that would equal the cost for such coverage. Any such awards that are subject to performance-based vesting will vest based on achievement of the applicable performance conditions as reasonably determined by the Company in good faith based on performance forecasts available as of the effective date of the change in control. In the Accelerated Vesting of Equity Awards column, the FY23 POSP Awards are reflected at the actual level the Compensation Committee applied discretion as described above in "—Elements of Our Compensation Program—Long-Term Equity-Based Incentive Program—Shares Earned with Respect to Fiscal 2023 POSP and OSP Awards," the FY23 LTIP Awards are reflected at actual achievement as described above in "—Elements of Our Compensation Program—Long-Term Equity-Based Incentive Program—Shares Earned with Respect to Fiscal 2023 LTIP Awards," the fiscal 2024 LTIP, POSP and PSU awards are assumed to vest at target performance and the fiscal 2025 awards are assumed to vest at target performance. Pursuant to the Change in Control Policy, the default treatment would be to pay any excess amount between actual and target for performance awards in shares, but in the event payment in shares is prohibited by law, the excess portion will be paid in cash.

  148. Potential Payments Upon Termination or a Change in Control

    | 72 | 2025 PROXY STATEMENT | |

  149. CEO Pay Ratio

    CEO Pay Ratio To identify our median associate, we used the following methodology, material assumptions, adjustments and estimates: •As of May 1, 2024 (the “Determination Date”), we employed approximately 35,245 associates worldwide, including those employed on a full-time, part-time, seasonal or temporary basis, which includes 31,561 associates in the United States, 3,478 associates in Canada and 206 associates who reside outside of the United States and Canada. In calculating the pay ratio, we excluded, under the de minimis exception to the pay ratio rule, all of our 206 associates who reside outside of the United States and Canada (China (115), Switzerland (2), Taiwan (60), Thailand (4), Trinidad and Tobago (3), United Kingdom (10) and Vietnam (12)), or 0.58% of our total global workforce. •We identified our median associate as of the Determination Date by comparing a consistently applied compensation measure consisting of salary, wages and distributions on carried interest and incentive fees, as reflected in our payroll records and as reported to the local tax authorities (the “Estimated Compensation”) for all associates, excluding our CEO, who were employed by us on the Determination Date. No cost-of-living adjustments were made. No associates were removed or annualized due to tenure. To ensure accuracy and stability, we expanded the range by selecting 50 associates above and 50 associates below the initially calculated median employee. From this population, we identified the employee closest to the median who has not had a job change (promotion/demotion) within the full fiscal year and has not experienced a significant year-over-year compensation variability due to variable compensation elements. For this determination, the actual median associate was identified to fit these criteria. •For Canadian associates, we converted their Estimated Compensation to U.S. Dollars from the applicable local currency using the using the May 1, 2024 exchange rate. •After identifying the median associate based on Estimated Compensation, we calculated Annual Total Compensation (as defined below) for that associate using the same methodology we used for our NEOs as set forth in the 2025 Summary Compensation Table on page 64. •The Annual Total Compensation of our CEO was $14,137,493 and the Annual Total Compensation of our median associate, other than our CEO, was $66,365. For fiscal 2025, the ratio of our CEO’s Annual Total Compensation to the median associate’s Annual Total Compensation was 213.0 to 1. The SEC’s rules for identifying the median compensated associate and calculating the pay ratio based on that associate’s Annual Total Compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their associate populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different associate populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The above information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (“Annual Total Compensation”) of our median associate and the Annual Total Compensation of our CEO has been provided as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K.

  150. CEO Pay Ratio

    | | 2025 PROXY STATEMENT | 73 |

  151. Pay Versus Performance

    Pay Versus Performance The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our NEOs for the fiscal years ended on July 31, 2021, July 31, 2022, July 31, 2023, July 31, 2024 and July 31, 2025.

  152. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(4)(5) | Value of Initial Fixed $100 Investment(7) Based On: | | Net Income ($ in millions) | Adjusted Operating Profit ($ in millions)(7) | | | | | | | Ferguson Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 14,137,493 | 15,727,274 | 3,145,875 | 3,243,190 | 278 | 230.01 | 1,856 | 2,842 | | 2024 | 9,052,716 | 14,568,013 | 2,862,832 | 3,256,059 | 272.31 | 190.61 | 1,735 | 2,824 | | 2023 | 5,440,771 | 8,744,806 | 2,265,568 | 2,894,814 | 194.42 | 161.85 | 1,889 | 2,917 | | 2022 | 4,865,698 | 5,377,614 | 2,212,036 | 2,503,838 | 146.64 | 137.61 | 2,122 | 2,951 | | 2021 | 5,048,917 | 12,573,301 | 1,171,378 | 345,655 | 160.17 | 146.43 | 1,472 | 2,092 |

  153. Pay Versus Performance

    Notes: (1)The principal executive officer (“PEO”) is Kevin Murphy, who has remained the Chief Executive Officer for the duration of the disclosure period. (2)In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. This valuation assumption used to calculate such fair values did not materially differ from those disclosed at the time of grant. We do not have pensions in the U.S.; therefore, an adjustment to the 2025 Summary Compensation Table (“SCT”) totals related to pension value for any of the years reflected in this table is not needed. (3)To calculate the Compensation Actually Paid (“CAP”) for the PEO, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining CAP for each year shown:

  154. Pay Versus Performance

    | | | Adjustments to SCT | | | | | | | | | Fiscal Year | SCT Total for PEO ($) | Less, Grant Date Fair Value of Awards Reported in FY SCT ($) | Plus, Year-End Fair Value of Awards granted in FY that are outstanding and unvested as of end of FY ($) | Plus, Vesting Date Fair Value of Awards that are granted and vested in the same FY ($) | Plus, Change in Fair Value of Prior Year Awards outstanding and unvested as of end of FY ($) | Plus, Change in Fair Value of Prior Year Awards that vested in FY ($) | Less, Prior Year Awards that fail to meet vesting conditions during FY ($) | Plus, Dividends or other earnings paid on all awards in FY prior to vesting date ($) | CAP for PEO ($) | | 2025 | 14,137,493 | 7,808,186 | 11,296,469 | — | (1,224,315) | (674,187) | — | — | 15,727,274 | | 2024 | 9,052,716 | 5,121,132 | 7,121,232 | — | 3,414,384 | 100,814 | — | — | 14,568,013 | | 2023 | 5,440,771 | 2,520,730 | 3,947,882 | — | 2,331,881 | (454,998) | — | — | 8,744,806 | | 2022 | 4,865,698 | 2,047,019 | 3,494,039 | — | (1,138,890) | 203,786 | — | — | 5,377,614 | | 2021 | 5,048,917 | 1,986,339 | 5,307,895 | — | 3,867,497 | 335,331 | — | — | 12,573,301 |

  155. Pay Versus Performance

    (4)The non-PEO NEOs represent the following individuals for each of the years shown. •2025: Bill Brundage, Chief Financial Officer; Ian Graham, Chief Legal Officer & Corporate Secretary; Andy Paisley, Chief Digital & Information Officer; Bill Thees, Chief Operating Officer; and Garland Williams, Former Senior Vice President - Blended. •2024: Bill Brundage, Chief Financial Officer; Ian Graham, Chief Legal Officer; Sammie Long, former Chief Human Resources Officer of Ferguson plc; Bill Thees, Chief Operating Officer. •2023: Bill Brundage, Chief Financial Officer; Ian Graham, Chief Legal Officer; Sammie Long, former Chief Human Resources Officer of Ferguson plc; Bill Thees, Chief Operating Officer. •2022: Bill Brundage, Chief Financial Officer. •2021: Bill Brundage, Chief Financial Officer; Mike Powell, former Group Chief Financial Officer of Ferguson plc.

  156. Pay Versus Performance

    | 74 | 2025 PROXY STATEMENT | |

  157. Pay Versus Performance

    (5)To calculate the CAP for the non-PEO NEOs, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining CAP for each year shown:

  158. Pay Versus Performance

    | | | Adjustments to SCT | | | | | | | | | Year | SCT Total for Non-PEO NEOs ($) | Less, Grant Date Fair Value of Awards Reported in FY SCT ($) | Plus, Year-End Fair Value of Awards granted in FY that are outstanding and unvested as of end of FY ($) | Plus, Vesting Date Fair Value of Awards that are granted and vested in the same FY ($) | Plus, Change in Fair Value of Prior Year Awards outstanding and unvested as of end of FY ($) | Plus, Change in Fair Value of Prior Year Awards that vested in FY ($) | Less, Prior Year Awards that fail to meet vesting conditions during FY ($) | Plus, Dividends or other earnings paid on all awards in FY prior to vesting date ($) | CAP for Non-PEO NEOs ($) | | 2025 | 3,145,875 | 1,546,033 | 1,561,211 | 37,346 | 292,493 | (85,123) | 162,579 | — | 3,243,190 | | 2024 | 2,862,832 | 1,346,175 | 1,261,209 | 28,444 | 480,865 | 32,584 | 63,700 | — | 3,256,059 | | 2023 | 2,265,568 | 908,195 | 998,610 | — | 778,288 | (239,457) | — | — | 2,894,814 | | 2022 | 2,212,036 | 816,013 | 1,392,846 | — | (356,654) | 71,623 | — | — | 2,503,838 | | 2021 | 1,171,378 | 363,394 | 1,003,318 | — | 574,938 | 180,745 | 2,221,330 | — | 345,655 |

  159. Pay Versus Performance

    (6)The selected peer group is the S&P 500 Industrials Index. The comparison of total shareholder returns assumes that $100 was invested on July 31, 2020 in Company shares and the S&P 500 Index and that dividends were reinvested on the day prior to ex-dividend date. (7)Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2025 to our Company’s performance, is adjusted operating profit, a non-GAAP measure. Adjusted operating profit is defined as operating profit before acquisition related intangible amortization and certain other non-GAAP adjustments, as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information.” The items listed below represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to Company performance for the fiscal year ended July 31, 2025:

  160. Pay Versus Performance

    | Most Important Performance Measures for PEO and Non-PEO NEOs(1) | | Adjusted Operating Profit(2) | | Adjusted Earnings per Share ("EPS") - Diluted(3) | | Return on Capital Employed (ROCE)(4) |

  161. Pay Versus Performance

    Notes: (1)The most important performance measures include our company selected measure and the two financial metrics used for long-term incentive awards with performance-based vesting, as described in the section titled "—Elements of our Compensation Program—Long-Term Equity-Based Incentive Program". Each of these measures is a critical operational metric reported to shareholders. (2)See footnote (7) above for the definition of adjusted operating profit. (3)Adjusted EPS - diluted is defined as adjusted net income divided by the weighted average diluted shares outstanding. Adjusted net income is defined as income from continuing operations before amortization of acquired intangible assets (net of tax), discrete tax items and other items that are non-recurring (net of tax). See the section titled “Non-GAAP Reconciliations and Supplementary Information” for more information. (4)ROCE is defined as adjusted earnings before interest and taxes (“Adjusted EBIT”) divided by average capital employed. Adjusted EBIT is defined as operating profit excluding certain non-recurring items (non-GAAP adjustments), as further described in the section titled “Non-GAAP Reconciliations and Supplementary Information,” and including the impact of acquisition related intangible amortization. Average capital employed is defined as the sum of average net debt and average shareholders’ equity and excludes average assets held for sale. See the section titled “Non-GAAP Reconciliations and Supplementary Information” for more information.

  162. Pay Versus Performance

    | | 2025 PROXY STATEMENT | 75 |

  163. Compensation Actually Paid vs Total Shareholder Return

    Compensation Actually Paid vs Total Shareholder Return

  164. Compensation Actually Paid vs Total Shareholder Return

    | | Compensation Actually Paid to CEO | | Average Compensation Actually Paid to Non-CEO NEOs | | FERG | | SP 500 Industrials Index |

  165. Compensation Actually Paid vs Adjusted Operating Profit

    Compensation Actually Paid vs Adjusted Operating Profit

  166. Compensation Actually Paid vs Adjusted Operating Profit

    | | Compensation Actually Paid to CEO | | Average Compensation Actually Paid to Non-CEO NEOs | | Adjusted Operating Profit |

  167. Compensation Actually Paid vs Adjusted Operating Profit

    | 76 | 2025 PROXY STATEMENT | |

  168. Compensation Actually Paid vs Net Income

    Compensation Actually Paid vs Net Income

  169. Compensation Actually Paid vs Net Income

    | | Compensation Actually Paid to CEO | | Average Compensation Actually Paid to Non-CEO NEOs | | Net Income |

  170. Compensation Actually Paid vs Net Income

    | | 2025 PROXY STATEMENT | 77 |

  171. Compensation Actually Paid vs Net Income

    | Security Ownership of Certain Beneficial Owners and Management |