DEF 14A of Ferguson Enterprises Inc. /DE/, Mar 16, 2026

DEF 14A of Ferguson Enterprises Inc. /DE/

Filed Mar 16, 2026 · FY20250002011641-26-000016

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 7.

  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 2026 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

    | | 2026 PROXY STATEMENT | 7 |

  7. 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 people, organizational and cultural developments across a number of U.S.-based, global public companies Other Public Company Directorships •None |

  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. | | | 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. •Member, Weyerhaeuser Company Former Public Company Directorships •Member, Lennar Corporation (2018—2023) •Member, Five Point Holdings, LLC (2016—2020) •Member, D.R. Horton, Inc. (1993—2003) | | RICK BECKWITT Independent Director Age: 66 Director since: June 2024 Board Committees: •Compensation | |

  9. Director Nominee Biographies

    | 8 | 2026 PROXY STATEMENT | |

  10. 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’s industry Other Public Company Directorships •None |

  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: 66 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—2021) and Chair (2021—2025), DS Smith Plc •Member, Howden Joinery Group Plc (2015—2023) •Member, Ashtead Group plc (2005—2019) •Member, The Laird Group PLC (2000—2006) |

  12. Director Nominee Biographies

    | | 2026 PROXY STATEMENT | 9 |

  13. 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 senior 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 senior 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. (2014—2021) | | Cathy HALLIGAN Independent Director Age: 62 Director since: Jan 2019 Board Committees: •Audit •Compensation | |

  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 (2012—2021) •Member, Bunzl plc (2006—2019) | | BRIAN MAY Independent Director Age: 62 Director since: Jan 2021 Audit Committee Financial Expert Board Committees: •Audit •Nominations & Governance | |

  15. Director Nominee Biographies

    | 10 | 2026 PROXY STATEMENT | |

  16. 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. | | | 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 (2019—2022) •Member (2017—2018) and Chair (2018—2019), NCI Building Systems, Inc. •Member, Tenneco Inc. (2014—2022) •Chair, USG Corporation (2011—2016) •Member, Molex Inc. (2007— 2013) | | JAMES S. METCALF Independent Director Age: 68 Director since: Feb 2023 Board Committees: •Compensation •Nominations & Governance | |

  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: 56 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

    | | 2026 PROXY STATEMENT | 11 |

  19. 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. (2015—2025) •Member, HeidelbergCement AG (2010—2017) •Member, International Power plc (2007—2011) •Member, Hanson PLC (2002—2007) | | ALAN MURRAY Independent Director Age: 72 Director since: Jan 2013 Audit Committee Financial Expert Board Committees: •Audit •Nominations & Governance (Chair) | |

  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. (2023—2025) •Member, Ashtead Group plc (2012—2018) | | SUZANNE WOOD Independent Director Age: 66 Director since: Jan 2021 Audit Committee Financial Expert Board Committees: •Audit (Chair) | |

  21. Director Nominee Biographies

    | 12 | 2026 PROXY STATEMENT | |

  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

    | | 2026 PROXY STATEMENT | 13 |

  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

    | 14 | 2026 PROXY STATEMENT | |

  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 5.3 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 director appointments that reflect the diversity of the Company’s workforce and its communities. The Board Diversity Policy remains unchanged since fiscal 2024, with ultimate independent director recruitment decisions being based on merit with the best candidate appointed.

  32. Director Criteria and Nomination Process

    | | 2026 PROXY STATEMENT | 15 |

  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 at, or Board appointment of the recommended director candidate to fill a position before, our next annual meeting of stockholders.

  34. Approved Related Party Transactions

    | Director Compensation |

  35. Approved Related Party Transactions

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Board Chair | | | | | | Geoff Drabble | 158,347 | 74,813 | 15,000 | 248,160 | | Other Non-Employee Directors | | | | | | Rekha Agrawal | 54,173 | 74,813 | — | 128,986 | | Kelly Baker | 66,053 | 74,813 | — | 140,866 | | Rick Beckwitt | 54,173 | 74,813 | — | 128,986 | | Cathy Halligan | 54,173 | 74,813 | — | 128,986 | | Brian May | 54,173 | 74,813 | 15,000 | 143,986 | | James S. Metcalf | 54,173 | 74,813 | — | 128,986 | | Alan Murray | 66,053 | 74,813 | — | 140,866 | | Suzanne Wood | 66,053 | 74,813 | — | 140,866 |

  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 the Company's peer group to determine whether changes are advisable.

  39. Director Compensation

    Director Compensation

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

    | Executive Summary | 36 | | Five-Month Transition Period Financial Highlights | 36 | | Compensation Philosophy and Objectives | 37 | | Pay Decisions and Compensation Governance Policies and Practices | 38 | | Compensation Determination Process | 38 | | Role of the Compensation Committee | 38 | | Role of the Independent Compensation Consultant | 39 | | Role of Management | 40 | | Compensation Peer Group and Benchmarking | 40 | | Elements of Our Compensation Program | 41 | | Pay Mix | 41 | | Base Salaries | 42 | | Short-Term Incentive Award Program | 42 | | Long-Term Equity-Based Incentive Program | 44 | | General Information on Share Plans | 47 | | Non-Qualified Deferred Compensation Arrangements | 50 | | Other Executive Benefits and Perquisites | 51 | | Employment Agreements | 51 |

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

    | Management of Compensation Related Risks | 52 | | Compensation Risk Assessment | 52 | | Oversight Policies | 53 | | Severance and Change in Control Arrangements | 54 | | Change in Control Policy | 54 | | U.S. Federal Income Tax Considerations | 55 | | Accounting for Stock-Based Compensation | 55 | | Transition Period Summary Compensation Table | 56 | | Transition Period Grants of Plan-Based Awards | 58 | | Outstanding Equity Awards at the End of the Transition Period | 59 | | Transition Period Option Exercises and Stock Vested | 61 | | Transition Period Non-Qualified Deferred Compensation | 61 | | Potential Payments Upon Termination or a Change in Control | 62 | | CEO Pay Ratio | 65 | | Pay Versus Performance | 66 |

  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; | | 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; | | Attract and 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); and | | Balanced short & long-term focus | maintain compensation packages that include salary, short and long-term incentives, benefits and retirement provisions, and limited perquisites. |

  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 Use different metrics in short-term and long-term incentive plans 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 for the individuals specified in the Company's insider trading policy, including Directors and Executive Officers No repricing or exchanging of underwater stock options No excessive perquisites No tax gross ups |

  44. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant To help achieve our goal to compensate our Executive Officers appropriately, the Compensation Committee utilized Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant for the transition period to review its policies and procedures regarding executive compensation. Based on the Compensation Committee’s assessment, the Compensation Committee determined that services provided by Meridian have not raised any conflict of interest and that the firm is 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 Meridian or select other outside advisors to assist the Compensation Committee in carrying out its responsibilities. In the transition period, Meridian 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; •analyzing and benchmarking board of director compensation program and stock ownership guidelines; and •attending and supporting all Compensation Committee meetings.

  45. Role of the Independent Compensation Consultant

    | | 2026 PROXY STATEMENT | 39 |

  46. Compensation Peer Group and Benchmarking

    Compensation Peer Group and Benchmarking The Compensation Committee identified, with assistance from Meridian, a group of companies used to guide the compensation arrangements for our Executive Officers and inform our transition period 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) industries in which we compete for business and talent, (ii) companies that are size-appropriate in terms of revenue and market cap and (iii) companies with similar business models. The Compensation Committee also considered the growth rates of the companies when selecting the Peer Group. The Peer Group for the transition period consisted of the following companies:

  47. Compensation Peer Group and Benchmarking

    | 3M Company | AutoZone, Inc. | Builders FirstSource, Inc. | | Carrier Global Corporation | CDW Corporation | Cummins Inc. | | Eaton Corporation plc | Fastenal Company | Genuine Parts Company | | The Home Depot, Inc. | Johnson Controls International plc | Lowe's Companies, Inc. | | O’Reilly Automotive, Inc. | PACCAR Inc. | The Sherwin-Williams Company | | 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 (Honeywell International Inc., Illinois Tool Works Inc., Parker-Hannifin Corporation and Stanley Black & Decker, Inc.) and adds four new companies as compared to the prior year Peer Group (Builders FirstSource, Inc., The Home Depot, Inc., Lowe’s Companies, Inc., The Sherwin-Williams Company). We believe the changes to the peer group better reflect companies that we compete with for talent, investor comparisons and businesses with a similar targeted customer base. As part of our review of competitive pay practices, the Compensation Committee utilized Meridian to conduct a market review to determine whether Executive Officer total compensation opportunities were competitive. In determining the transition period executive compensation, the Compensation Committee reviewed the Peer Group data provided by Meridian for positions reported in the peer companies’ respective proxy statements. This data was supplemented with published survey data as appropriate, as not all executive officer data was available from our Peer Group. Ultimately, the Compensation Committee sets executive total compensation (comprised of base salary, short-term incentive opportunity at target and long-term equity incentive opportunity at target) based on a number of factors deemed appropriate by the Compensation Committee, including market competitive pay data, individual performance, experience level, proficiency in role and criticality to the organization. Generally, the Compensation Committee seeks to position target total compensation within a reasonable range around the 50th percentile of the Peer Group and market data. Actual target total compensation positioning for each executive may vary based on the factors described above.

  49. Compensation Peer Group and Benchmarking

    | 40 | 2026 PROXY STATEMENT | |

  50. Elements of Our Compensation Program

    Elements of Our Compensation Program Our transition period executive compensation program consists of the following elements: •base salary; •short-term incentive awards linked to our overall performance during the transition period; •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. 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 | | | | | Short-Term Incentive Awards | | | Focus executives’ performance to achieve short-term goals | Cash, variable amount generally paid in the first quarter following the end of the performance period based on the extent to which pre-defined targets are achieved | Performance period to align with short-term financial and operational objectives, and thereby to shareholder interests (August 1, 2025 to December 31, 2025 for the transition period) | | | | | | | | | 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. Short-Term Incentive Award Program (“Bonus Program”)

    Short-Term Incentive Award Program (“Bonus Program”) We believe that establishing 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.

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

    | 42 | 2026 PROXY STATEMENT | |

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

    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 performance period, with the final performance determined after the end of the performance period. 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 a half months after the end of the performance period. 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.

  55. Transition Period Bonus Program Performance Metrics and Weightings

    Transition Period Bonus Program Performance Metrics and Weightings In recognition of a shorter performance period for the transition period, the Compensation Committee approved adjusted operating profit as the sole performance metric for the transition period Bonus Program and the range of achievement levels of threshold at 85%, target at 100% and maximum at 110%, reflecting a decrease for threshold from 90% to 85% from the fiscal 2025 Bonus Program achievement levels for all Executive Officers.

  56. Transition Period Bonus Program Performance Metrics and Weightings

    | Metric | Weighting | Definition | Rationale | | Adjusted Operating Profit(1) | | 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. |

  57. Transition Period Bonus Program Performance Metrics and Weightings

    (1)Adjusted operating profit for Mr. Camposano was based on 30% of the Company’s performance and 70% for performance of the U.S. Waterworks customer group that reports to him. The Compensation Committee has approved a design for the 2026 Bonus Program that includes both adjusted operating profit and cash-to-cash days performance metrics. The Bonuses earned for the transition period, paid out in March 2026, are shown below in “—Transition Period Bonus Payouts.” Our transition period adjusted operating profit performance was above target, and the U.S. Waterworks customer group adjusted operating profit performance was slightly above maximum for this element of the Bonus for Mr. Camposano. Consistent with prior years, the Compensation Committee assessed performance against the Bonus target 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 the transition period, 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. The Compensation Committee therefore confirmed Bonus payments for the transition period as shown below in “—Transition Period Bonus Payouts.”

  58. Transition Period Bonus Program Performance Metrics and Weightings

    | | 2026 PROXY STATEMENT | 43 |

  59. Transition Period 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 the financial objective under the five-month transition period Bonus Program.

  60. Transition Period Bonus Program Performance Metrics and Weightings

    | | All NEOs (other than B. Camposano) | B. Camposano | Threshold (50% of Target) | Target (100% of Target) | Maximum (200% of Target) | Actual(1) | | Adjusted Operating Profit (FEI) | 100% | 30% | $928 | $1,092 | $1,201 | $1,153 | | Adjusted Operating Profit (U.S. Waterworks Customer Group) | —% | 70% | $312 | $367 | $404 | $405 |

  61. Transition Period Bonus Program Performance Metrics and Weightings

    (1)Represents the actual Adjusted Operating Profit earned for the five-month performance period (August 1, 2025 to December 31, 2025) of the transition period Bonus Program.

  62. Transition Period Bonus Payouts

    Transition Period Bonus Payouts Based on the transition period financial results, the NEOs earned the following Bonus amounts that were paid in March 2026:

  63. Transition Period Bonus Payouts

    | Name | TP Target Bonus (% of Salary) | Annualized Target Bonus | TP Target Bonus(1) | Actual TP Bonus Earned(2) | Actual TP Bonus Earned (% of Target) | | Kevin Murphy | 160% | $2,480,000 | $1,020,000 | $1,587,120 | 156% | | Bill Brundage | 110% | $1,010,056 | $405,552 | $631,039 | 156% | | Bo Camposano | 100% | $617,760 | $248,040 | $463,091 | 187% | | Jake Schlicher | 100% | $672,000 | $274,667 | $427,382 | 156% | | Bill Thees | 100% | $786,500 | $315,792 | $491,372 | 156% |

  64. Transition Period Bonus Payouts

    (1)Target bonus opportunity for the Transition Period (August 1, 2025 – December 31, 2025) is calculated as the applicable target bonus percentage multiplied by the actual earnings attributed to base salary during the Transition Period. (2)Represents the actual bonus earned for the five-month performance period (August 1, 2025 to December 31, 2025) of the transition period Bonus Program.

  65. 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 needed to deliver our strategic priorities. Our Executive Officers were eligible in the transition period to participate in the Omnibus Plan maintained by the Company. 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 Omnibus Plan. These are approved by the Compensation Committee (and the Board, as applicable) on an individual basis. Specific information on transition period grants issued under our Omnibus Plan is detailed in this section, including the following: •award mix; •target award opportunities; •awards performance metrics and weighting; and •awards under the Omnibus Plan (restricted stock units (“RSUs”), performance stock units (“PSUs”) and stock options (“SOs”).

  66. Long-Term Equity-Based Incentive Program

    | 44 | 2026 PROXY STATEMENT | |

  67. Transition Period Award Mix

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

  68. Transition Period Award Mix

    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 annual 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 and only on earned awards.

  69. Transition Period Target Award Opportunities

    | Name | Annualized Target LTI | Target TP LTI(1) | Target PSUs Awarded | RSUs Awarded | Stock Options Awarded | | Kevin Murphy | $10,750,000 | $4,479,167 | 9,530 | 5,718 | 11,698 | | Bill Brundage | $3,100,000 | $1,291,667 | 2,748 | 1,648 | 3,373 | | Bo Camposano | $1,500,000 | $625,000 | 1,329 | 797 | 1,632 | | Jake Schlicher | $1,750,000 | $729,167 | 1,551 | 930 | 1,904 | | Bill Thees | $1,750,000 | $729,167 | 1,551 | 930 | 1,904 |

  70. Transition Period PSU Awards Performance Metrics and Weightings

    Transition Period PSU Awards Performance Metrics and Weightings For the transition period, we reviewed the performance metrics for our PSU awards historically 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 the transition period are shown below. The PSU awards vest on October 14, 2028, contingent on achievement of performance conditions and, except under certain circumstances described below in “—General Information on Share Plans,” service conditions.

  71. Transition Period PSU Awards Performance Metrics and Weightings

    | | 2026 PROXY STATEMENT | 45 |

  72. Transition Period 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 July 1, 2025. | 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 three-year period beginning July 1, 2025 and ending on June 30, 2028. 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 items (non-GAAP adjustments) 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 discontinued operations. | Commonly used and well understood externally LTI measure, encourages strong capital discipline. |

  73. Transition Period PSU Awards Performance Metrics and Weightings

    The following table details the threshold, target and maximum achievement levels for the performance conditions relating to the PSU metric of relative TSR, when ranked against the comparator companies in the S&P 500 Industrial Constituents as of July 1, 2025:

  74. Transition Period PSU Awards Performance Metrics and Weightings

    | Performance Metric | Threshold | Target | Maximum | | Percent of Target | 50% | 100% | 200% | | Relative Total Shareholder Return(1) | 25th %ile | 55th %ile | Upper Quartile |

  75. Transition Period PSU Awards Performance Metrics and Weightings

    (1)Straight line interpolation between threshold and maximum. Actual goals for the Adjusted EPS growth (diluted) and ROCE metrics will be disclosed when the performance period is completed.

  76. Transition Period PSU Awards Performance Metrics and Weightings

    | 46 | 2026 PROXY STATEMENT | |

  77. Transition Period RSU and SO awards under the Omnibus Plan

    Transition Period RSU and SO awards under the Omnibus Plan Transition Period RSU and SO awards granted under the Omnibus Plan will vest in three equal annual installments beginning on October 14, 2026, 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.”

  78. Vesting of Previously Granted Awards

    Vesting of Previously Granted Awards As previously disclosed in our 2025 Notice of Meeting and Proxy Statement filed with the SEC on October 15, 2025, our fiscal 2023 performance-based LTI awards to our NEOs (for which the three-year performance period ended July 31, 2025) were earned based on the Compensation Committee’s determination of performance and equitable achievement for that period. Certain time-based vestings with respect to these LTI awards occurred during the transition period. Such LTI awards vested with respect to their time-based requirements and were settled on October 13, 2025. No additional performance-based LTI awards vested during the transition period other than as previously disclosed in our 2025 Notice of Meeting and Proxy Statement.

  79. General Information on Share Plans

    General Information on Share Plans In connection with our transition to U.S. domestic reporting status and becoming subject to U.S. domestic reporting requirements beginning August 1, 2023, we adopted the Omnibus Plan, in part, to ensure that we have an equity plan that aligns with U.S. market practices. 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”) (LTIP, POSP and OSP, collectively, the “Legacy Share Plans”, and the Legacy Share Plans, Omnibus Plan and Employee Share Purchase Program (“ESPP”), collectively, the “Company Employee Share Plans”). No awards have been issued under the Legacy Share Plans since October 2023 (fiscal 2024); however, our Executive Officers, including our NEOs, continue to hold outstanding awards under the Legacy Share Plans, as detailed below under “—Outstanding Equity Awards at End of Transition Period.” 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. 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.

  80. 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 the 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.

  81. Performance Ordinary Share Plan (POSP) 2019

    Performance Ordinary Share Plan (POSP) 2019 All associates of the Company, other than our Executive Directors, were eligible to participate in the POSP 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 POSP to such eligible participants. Outstanding awards under the POSP represent the right to earn shares of common stock. Each of our eligible NEOs hold outstanding conditional awards under the POSP. The Compensation Committee determined the vesting date of outstanding POSP awards, which is generally not (unless the Compensation Committee determines otherwise) earlier than the third anniversary of the date of grant. Vesting is subject to the satisfaction of performance conditions set by the Compensation Committee. Dividends do not accrue during the vesting period. 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 pro rata on the original vesting date to the extent the performance condition has been met at such date, unless the Compensation Committee determines that it should vest pro rata 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.

  82. Performance Ordinary Share Plan (POSP) 2019

    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.

  83. 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.

  84. Omnibus Equity Incentive Plan (Omnibus Plan) 2023

    | | 2026 PROXY STATEMENT | 49 |

  85. 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.

  86. 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.

  87. Employment Agreements

    Employment Agreements Messrs. Murphy, Brundage, Camposano, Schlicher and Thees 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. 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. 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.

  88. Employment Agreements

    | | 2026 PROXY STATEMENT | 51 |

  89. Employment Agreements

    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. Camposano, Schlicher and Thees, 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, the Executive Employments Agreement for Messrs. Murphy and Brundage 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”.

  90. Equity Grant Practices

    Equity Grant Practices As part of its continued monitoring of and response to trends and developments with respect to equity award grant practices, the Company maintains Equity Grant Guidelines (“EGGs”). The EGGs describe the Company’s delegated authority to grant equity awards, codify pre-existing equity award practices and establish standardized schedules for granting equity awards. Under the EGGs, annual equity awards, including the Company’s annual stock option, RSU and PSU awards, will have a grant date during the open trading window period within the first fiscal quarter of each fiscal year, and any interim equity grants, such as grants made to new hires, promoted associates, and, in some circumstances, for retention purposes, will generally be granted during an open trading window period occurring in the second and third quarters of each fiscal year. The Company’s objective in adopting the EGGs was to establish standard, predetermined practices to avoid any actual or perceived market timing of equity awards and to ensure the Company maintains appropriate policies and practices with respect to equity award grants. During the transition period, 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 the transition period 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.

  91. Clawback Policy

    Clawback Policy The Company has adopted an Executive Compensation Clawback Policy (the “Policy”) that allows the Company to recoup select compensation from our current and former Executive Officers under certain circumstances. The Policy requires the recoupment of incentive-based compensation (Bonus and equity awards) in compliance with the Exchange Act, the rules promulgated thereunder by the SEC and the NYSE listing standards. The Policy also provides the Compensation Committee with discretion to recoup all equity compensation (performance-based and time-based equity awards) for certain misconduct and a material financial misstatement of the Company’s audited financial accounts pursuant to the terms of the Policy. The Policy is filed as an exhibit to the Company’s Transition Report and is available on the Corporate Governance page of the Investors tab of our website at corporate.ferguson.com under Governance Documents.

  92. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements

  93. Change in Control Policy

    Change in Control Policy The Company has 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.

  94. Change in Control Policy

    | 54 | 2026 PROXY STATEMENT | |

  95. Change in Control Policy

    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.

  96. 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.

  97. Transition Period Summary Compensation Table

    | Name | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation ($)(6) | Total ($) | | Kevin Murphy President & Chief Executive Officer and Director | TP | 637,500 | — | 4,113,993 | 895,833 | 1,587,120 | — | 426,023 | 7,660,469 | | | 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 | TP | 368,684 | — | 1,186,088 | 258,304 | 631,039 | — | 220,898 | 2,665,013 | | | 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 | | Bo Camposano Senior Vice President —Waterworks | TP | 248,040 | — | 573,618 | 124,979 | 463,091 | — | 113,677 | 1,523,405 | | Jake Schlicher Chief Strategy Officer | TP | 274,667 | — | 669,405 | 145,808 | 427,382 | — | 120,263 | 1,637,525 | | Bill Thees Chief Operating Officer | TP | 315,792 | — | 669,405 | 145,808 | 491,372 | — | 128,428 | 1,750,805 | | | 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 |

  98. Transition Period Grants of Plan-Based Awards

    Transition Period Grants of Plan-Based Awards The following table sets forth certain information regarding plan-based awards granted to our NEOs during the five-month transition period (August 1, 2025 to December 31, 2025).

  99. Transition Period 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 | 10/14/2025 | — | — | — | — | — | — | — | 11,698 | 235.00 | 895,833 | | RSUs | 10/14/2025 | — | — | — | — | — | — | 5,718 | — | — | 1,374,722 | | PSUs | 10/14/2025 | — | — | — | 4,765 | 9,530 | 19,060 | — | — | — | 2,739,271 | | STI | — | 510,000 | 1,020,000 | 2,040,000 | — | — | — | — | — | — | — | | Bill Brundage | | | | | | | | | | | | | SOs | 10/14/2025 | — | — | — | — | — | — | — | 3,373 | 235.00 | 258,304 | | RSUs | 10/14/2025 | — | — | — | — | — | — | 1,648 | — | — | 396,212 | | PSUs | 10/14/2025 | — | — | — | 1,374 | 2,748 | 5,496 | — | — | — | 789,876 | | STI | — | 202,776 | 405,552 | 811,105 | — | — | — | — | — | — | — | | Bo Camposano | | | | | | | | | | | | | SOs | 10/14/2025 | — | — | — | — | — | — | — | 1,632 | 235.00 | 124,979 | | RSUs | 10/14/2025 | — | — | — | — | — | — | 797 | — | — | 191,615 | | PSUs | 10/14/2025 | — | — | — | 665 | 1,329 | 2,658 | — | — | — | 382,003 | | STI | — | 124,020 | 248,040 | 496,080 | — | — | — | — | — | — | — | | Jake Schlicher | | | | | | | | | | | | | Options | 10/14/2025 | — | — | — | — | — | — | — | 1,904 | 235.00 | 145,808 | | RSUs | 10/14/2025 | — | — | — | — | — | — | 930 | — | — | 223,591 | | PSUs | 10/14/2025 | — | — | — | 776 | 1,551 | 3,102 | — | — | — | 445,814 | | STI | — | 137,334 | 274,667 | 549,334 | — | — | — | — | — | — | — | | Bill Thees | | | | | | | | | | | | | Options | 10/14/2025 | — | — | — | — | — | — | — | 1,904 | 235.00 | 145,808 | | RSUs | 10/14/2025 | — | — | — | — | — | — | 930 | — | — | 223,591 | | PSUs | 10/14/2025 | — | — | — | 776 | 1,551 | 3,102 | — | — | — | 445,814 | | STI | — | 157,896 | 315,792 | 631,584 | — | — | — | — | — | — | — |

  100. Transition Period Grants of Plan-Based Awards

    (1)Amounts represent awards payable under our transition period Bonus Program. See “—Elements of Our Compensation Program—Short-Term Incentive Award Program” above for a description of our Bonus Program. Actual amounts paid under our transition period 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 transition period 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 transition period 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 NYSE on the trading day prior to the date of grant, which was $235.00. The closing price of a share of Company common stock on the option grant date was $240.42. (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 the Transition Report.

  101. Transition Period Grants of Plan-Based Awards

    | 58 | 2026 PROXY STATEMENT | |

  102. Outstanding Equity Awards at the End of the Transition Period

    Outstanding Equity Awards at the End of the Transition Period The following table sets forth certain information with respect to outstanding equity awards of our NEOs as of December 31, 2025. The market value of the shares in the following table is the fair value of such shares as of December 31, 2025.

  103. Outstanding Equity Awards at the End of the Transition Period

    | | | | 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 | | | | | | | | | | | | FY24 LTIP(3) | 10/12/2023 | 10/12/2026 | — | — | — | — | — | — | 19,491 | 4,339,281 | | FY24 PSUs(3) | 12/7/2023 | 10/12/2026 | — | — | — | — | — | — | 3,951 | 879,611 | | FY24 RSUs(5) | 12/7/2023 | 10/12/2026 | — | — | — | — | 10,007 | 2,227,858 | — | — | | FY25 SOs | 10/15/2024 | 10/15/2027 | 10,331 | 20,660 | 201.38 | 10/15/2034 | — | — | — | — | | FY25 PSUs(4) | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | 49,212 | 10,956,068 | | FY25 RSUs(6) | 10/15/2024 | 10/15/2027 | — | — | — | — | 9,844 | 2,191,570 | — | — | | TP SOs(1) | 10/14/2025 | 10/14/2028 | — | 11,698 | 235.00 | 10/14/2035 | — | — | — | — | | TP PSUs(4) | 10/14/2025 | 10/14/2028 | — | — | — | — | — | — | 19,060 | 4,243,328 | | TP RSUs(6) | 10/14/2025 | 10/14/2028 | — | — | — | — | 5,718 | 1,272,998 | — | — | | Bill Brundage | | | | | | | | | | | | FY24 LTIP(3) | 10/12/2023 | 10/12/2026 | — | — | — | — | — | — | 9,759 | 2,172,646 | | FY24 RSUs(5) | 12/7/2023 | 10/12/2026 | — | — | — | — | 4,163 | 926,809 | — | — | | FY25 SOs | 10/15/2024 | 10/15/2027 | 3,096 | 6,190 | 201.38 | 10/15/2034 | — | — | — | — | | FY25 PSUs(4) | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | 14,748 | 3,283,347 | | FY25 RSUs(6) | 10/15/2024 | 10/15/2027 | — | — | — | — | 2,950 | 656,759 | — | — | | TP SOs(1) | 10/14/2025 | 10/14/2028 | — | 3,373 | 235.00 | 10/14/2035 | — | — | — | — | | TP PSUs(4) | 10/14/2025 | 10/14/2028 | — | — | — | — | — | — | 5,496 | 1,223,574 | | TP RSUs(6) | 10/14/2025 | 10/14/2028 | — | — | — | — | 1,648 | 366,894 | — | — | | Bo Camposano | | | | | | | | | | | | FY24 Retention Award(7) | 4/8/2024 | 4/8/2027 | — | — | — | — | 245 | 54,544 | — | — | | FY24 OSP(5) | 10/12/2023 | 10/12/2026 | — | — | — | — | 856 | 190,571 | — | — | | FY24 POSP(8) | 10/12/2023 | 10/12/2026 | — | — | — | — | — | — | 1,999 | 445,037 | | FY25 PSUs(4) | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | 3,904 | 869,148 | | FY25 RSUs(6) | 10/15/2024 | 10/15/2027 | — | — | — | — | 557 | 124,005 | — | — | | TP SOs(1) | 10/14/2025 | 10/14/2028 | — | 1,632 | 235.00 | 10/14/2035 | — | — | — | — | | TP PSUs(4) | 10/14/2025 | 10/14/2028 | — | — | — | — | — | — | 2,658 | 591,751 | | TP RSUs(6) | 10/14/2025 | 10/14/2028 | — | — | — | — | 797 | 177,436 | — | — | | Jake Schlicher | | | | | | | | | | | | FY24 OSP(5) | 10/12/2023 | 10/12/2026 | — | — | — | — | 1,876 | 417,654 | — | — | | FY24 POSP(8) | 10/12/2023 | 10/12/2026 | — | — | — | — | — | — | 4,379 | 974,897 | | FY25 SOs(1) | 10/15/2024 | 10/15/2027 | 1,192 | 2,384 | 201.38 | 10/15/2034 | — | — | — | — | | FY25 PSUs(4) | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | 5,684 | 1,265,429 | | FY25 RSUs(6) | 10/15/2024 | 10/15/2027 | — | — | — | — | 1,135 | 252,685 | — | — | | TP SOs(1) | 10/14/2025 | 10/14/2028 | — | 1,904 | 235.00 | 10/14/2035 | — | — | — | — | | TP PSUs(4) | 10/14/2025 | 10/14/2028 | — | — | — | — | — | — | 3,102 | 690,598 | | TP RSUs(6) | 10/14/2025 | 10/14/2028 | — | — | — | — | 930 | 207,046 | — | — |

  104. Outstanding Equity Awards at the End of the Transition Period

    | | 2026 PROXY STATEMENT | 59 |

  105. Outstanding Equity Awards at the End of the Transition Period

    | | | | 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) | | Bill Thees | | | | | | | | | | | | FY24 OSP(5) | 10/12/2023 | 10/12/2026 | — | — | — | — | 2,098 | 467,078 | — | — | | FY24 POSP(8) | 10/12/2023 | 10/12/2026 | — | — | — | — | — | — | 4,897 | 1,090,219 | | FY25 SOs(1) | 10/15/2024 | 10/15/2027 | 1,334 | 2,666 | 201.38 | 10/15/2034 | — | — | — | — | | FY25 PSUs(4) | 10/15/2024 | 10/15/2027 | — | — | — | — | — | — | 6,350 | 1,413,701 | | FY25 RSUs(6) | 10/15/2024 | 10/15/2027 | — | — | — | — | 1,270 | 282,740 | — | — | | TP SOs(1) | 10/14/2025 | 10/14/2028 | — | 1,904 | 235.00 | 10/14/2035 | — | — | — | — | | TP PSUs(4) | 10/14/2025 | 10/14/2028 | — | — | — | — | — | — | 3,102 | 690,598 | | TP RSUs(6) | 10/14/2025 | 10/14/2028 | — | — | — | — | 930 | 207,046 | — | — |

  106. Outstanding Equity Awards at the End of the Transition Period

    (1)Stock options vest in three, equal annual installments beginning on the first anniversary of the date of grant, subject to continued employment. (2)Based on the closing market price of Company shares on December 31, 2025 of $222.63 per share. (3)Fiscal 2024 LTIP and PSU awards are reflected at target level of achievement and includes dividend equivalents accrued as of December 31, 2025 assuming target achievement. (4)Fiscal 2025 and TP PSU awards are reflected at maximum level of achievement and include dividend equivalents accrued as of December 31, 2025 assuming maximum achievement. (5)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 December 31, 2025. (6)Fiscal 2025 and TP RSUs granted after July 31, 2024 vest in three equal annual installments beginning on the first anniversary of the date of grant, subject to continued employment. Amounts include dividend equivalents accrued as of December 31, 2025. (7)Mr. Camposano's retention award was in the form of RSUs that vest on the three-year anniversary of the date of grant, subject to continued employment. (8)Fiscal 2024 POSP awards are reflected at target level of achievement.

  107. Outstanding Equity Awards at the End of the Transition Period

    | 60 | 2026 PROXY STATEMENT | |

  108. Transition Period Option Exercises and Stock Vested

    Transition Period Option Exercises and Stock Vested The following table sets forth certain information with respect to the vesting of NEO stock awards during the five-month transition period (August 1, 2025 to December 31, 2025).

  109. Transition Period Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Kevin Murphy | 31,585 | 7,453,765 | | Bill Brundage | 11,412 | 2,691,192 | | Bo Camposano | 2,918 | 687,496 | | Jake Schlicher | 7,136 | 1,680,572 | | Bill Thees | 8,928 | 2,102,110 |

  110. Transition Period Option Exercises and Stock Vested

    (1)The vesting of LTIP awards for Messrs. Murphy and Brundage occurred on October 13, 2025. Settlement of 26,663 and 9,938 shares in respect of these awards for Messrs. Murphy and Brundage, respectively, occurred on October 13, 2025. Messrs. Murphy’s and Brundage’s vested LTIP award includes 1,689 and 630 shares of dividend equivalents, respectively, that vested when the underlying LTIP award vested. The first ratable vesting of the fiscal 2025 RSUs and SOs occurred on October 15, 2025. The ratable vesting of the RSUs included 9 shares of dividend equivalents for Messrs. Schlicher and Thees, 80 for Mr. Murphy and 23 for Mr. Brundage and that vested when the underlying RSU awards vested. (2)Amounts reflect the market value of our shares of $235.00 and $241.33 on the respective vesting dates (October 13, 2025 and October 15, 2025).

  111. Transition Period Non-Qualified Deferred Compensation

    Transition Period Non-Qualified Deferred Compensation The following table provides information regarding non-qualified deferred compensation plan benefits for our NEOs for the five-month transition period (August 1, 2025 to December 31, 2025).

  112. Transition Period Non-Qualified Deferred Compensation

    | Name | Executive Contributions in TP ($)(1) | Company Contributions in TP ($)(2)(3)(4) | Aggregate Earnings in TP ($)(5)(6) | Aggregate Withdrawals/ Distributions in TP ($) | Aggregate Balance at TP End ($)(6) | | Kevin Murphy | — | 368,115 | 74,408 | — | 6,021,168 | | Bill Brundage | — | 156,994 | 219,854 | — | 4,139,374 | | Bo Camposano | 67,308 | 100,196 | 241,016 | — | 6,066,677 | | Jake Schlicher | 143,820 | 101,934 | 128,300 | — | 4,627,231 | | Bill Thees | 12,632 | 111,047 | 206,372 | — | 7,210,922 |

  113. Transition Period 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 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 the transition period and are included in the Transition Period 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 calendar year 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 calendar year 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 the transition period, FEL made a discretionary contribution of 9% for Vice Presidents and above which amount is included in the values shown in this column. (5)No amount reported in this column is reported in the Transition Period 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.

  114. Transition Period Non-Qualified Deferred Compensation

    | | 2026 PROXY STATEMENT | 61 |

  115. 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 December 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” and “—Elements of Our Compensation Program—Employment Agreements” above.

  116. Potential Payments Upon Termination or a Change in Control

    | Name | Cash Severance Benefits ($) | Payment of Current Year (TP) Bonus ($) | Accelerated Vesting of Stock Awards ($)(8) | Accelerated Vesting of Option Awards ($) | Other Cash ($) | Total ($) | | Kevin Murphy | | | | | | | | Retirement(1) | — | 1,587,120 | 10,814,458 | 2,997,459 | — | 15,399,037 | | Death(2) | — | 1,587,120 | 13,730,580 | 5,022,977 | 1,759,048 | 22,099,725 | | Disability(3) | — | 1,587,120 | 13,730,580 | 5,022,977 | — | 20,340,677 | | Qualifying Termination(4) | 1,550,000 | 1,020,000 | 11,763,468 | 1,383,882 | 9,048 | 15,726,398 | | Change in Control w/out Qualifying Termination (LTI Assumed)(5) | — | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed)(6) | — | — | 31,629,145 | 5,022,977 | — | 36,652,122 | | Change in Control with Qualifying Termination(7) | 12,090,000 | 1,020,000 | 31,629,145 | 5,022,977 | 9,048 | 49,771,170 | | Bill Brundage | | | | | | | | Retirement(1) | — | — | — | — | — | — | | Death(2) | — | 631,039 | 4,757,727 | 1,485,688 | 3,012,269 | 9,886,723 | | Disability(3) | — | 631,039 | 4,757,727 | 1,485,688 | — | 6,874,454 | | Qualifying Termination(4) | 918,233 | 405,552 | 4,116,798 | 413,559 | 12,269 | 5,866,411 | | Change in Control w/out Qualifying Termination (LTI Assumed)(5) | — | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed)(6) | — | — | 10,254,096 | 1,485,688 | — | 11,739,784 | | Change in Control with Qualifying Termination(7) | 3,856,579 | 405,552 | 10,254,096 | 1,485,688 | 12,269 | 16,014,184 | | Bo Camposano | | | | | | | | Retirement(1) | — | — | 559,621 | — | — | 559,621 | | Death(2) | — | 463,091 | 1,033,883 | 238,354 | 2,509,959 | 4,245,287 | | Disability(3) | — | 463,091 | 1,033,883 | 238,354 | — | 1,735,328 | | Qualifying Termination(4) | 617,760 | 248,040 | 959,994 | 13,242 | 9,959 | 1,848,995 | | Change in Control w/out Qualifying Termination (LTI Assumed)(5) | — | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed)(6) | — | — | 3,264,067 | 238,354 | — | 3,502,421 | | Change in Control with Qualifying Termination(7) | 2,471,040 | 248,040 | 3,264,067 | 238,354 | 9,959 | 6,231,460 |

  117. Potential Payments Upon Termination or a Change in Control

    | 62 | 2026 PROXY STATEMENT | |

  118. Potential Payments Upon Termination or a Change in Control

    | Name | Cash Severance Benefits ($) | Payment of Current Year (TP) Bonus ($) | Accelerated Vesting of Stock Awards ($)(8) | Accelerated Vesting of Option Awards ($) | Other Cash ($) | Total ($) | | Jake Schlicher | | | | | | | | Retirement(1) | — | 427,382 | 1,351,245 | 426,816 | — | 2,205,443 | | Death(2) | — | 427,382 | 1,416,849 | 660,544 | 2,585,959 | 5,090,734 | | Disability(3) | — | 427,382 | 1,416,849 | 660,544 | — | 2,504,775 | | Qualifying Termination(4) | 672,000 | 274,667 | 1,155,702 | 164,185 | 9,959 | 2,276,513 | | Change in Control w/out Qualifying Termination (LTI Assumed)(5) | — | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed)(6) | — | — | 3,769,795 | 660,544 | — | 4,430,339 | | Change in Control with Qualifying Termination(7) | 2,688,000 | 274,667 | 3,769,795 | 660,544 | 9,959 | 7,402,965 | | Bill Thees | | | | | | | | Retirement(1) | — | 491,372 | 1,478,972 | 444,409 | — | 2,414,753 | | Death(2) | — | 491,372 | 1,555,322 | 705,786 | 2,012,269 | 4,764,749 | | Disability(3) | — | 491,372 | 1,555,322 | 705,786 | — | 2,752,480 | | Qualifying Termination(4) | 786,500 | 315,792 | 1,283,429 | 181,779 | 12,269 | 2,579,769 | | Change in Control w/out Qualifying Termination (LTI Assumed)(5) | — | — | — | — | — | — | | Change in Control w/out Qualifying Termination (LTI Not Assumed)(6) | — | — | 4,058,329 | 705,786 | — | 4,764,115 | | Change in Control with Qualifying Termination(7) | 3,146,000 | 315,792 | 4,058,329 | 705,786 | 12,269 | 8,238,176 |

  119. 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 to the extent the performance condition has been met at such date with prorated vesting from and after the grant date, unless the 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 month's notice is given. The fiscal 2025 PSU grants will vest on the original vesting date to the extent the performance condition has been met at such date with prorated vesting from and after the grant date, upon the participant attaining age 55 or 25 years of service with the Company. The transition period RSU grants vest in full on the original vesting dates upon the participant attaining the sum of (x) the participant’s age and (y) the number of the participant’s years of service with the Company is at least 65, provided that the participant has reached a minimum age of 55, provided six month's notice is given. The transition period SO grants automatically vest on the retirement date with prorated vesting upon the participant attaining the sum of (x) the participant’s age and (y) the number of the participant’s years of service with the Company is at least 65, provided that the participant has reached a minimum age of 55, provided six month's notice is given. The transition period PSU grants will vest on the original vesting date to the extent the performance condition has been met at such date with prorated vesting from and after the grant date upon the participant the sum of (x) the participant’s age and (y) the number of the participant’s years of service with the Company is at least 65, provided that the participant has reached a minimum age of 55, provided six month's notice is given. (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 the performance period (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. Camposano, Mr. Schlicher 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.

  120. Potential Payments Upon Termination or a Change in Control

    | | 2026 PROXY STATEMENT | 63 |

  121. 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. (5)Reflects LTI awards being 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. 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. 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. (8)Other than as described above in the footnotes to this table, performance-based equity awards are assumed to vest based on actual forecasted performance as of December 31, 2025.

  122. Potential Payments Upon Termination or a Change in Control

    | 64 | 2026 PROXY STATEMENT | |

  123. 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 associate closest to the median who had not had a job change (promotion/demotion) within the full fiscal year and had 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. •For purposes of this ratio, we used the same median associate determination methodology from 2024, but we substituted a different associate with substantially similar compensation due to a change in the original median associate's circumstances. •After identifying the median associate based on Estimated Compensation, we calculated Transition Period Total Compensation (as defined below) for that associate using the same methodology we used for our NEOs as set forth in the Transition Period Summary Compensation Table on page 56. •The Transition Period Total Compensation of our CEO was $7,660,469 and the Transition Period Total Compensation of our median associate, other than our CEO, was $32,046. For the transition period, the ratio of our CEO’s Transition Period Total Compensation to the median associate’s Transition Period Total Compensation was 239.0 to 1. The SEC’s rules for identifying the median compensated associate and calculating the pay ratio based on that associate’s Transition Period 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 transition period total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (“Transition Period Total Compensation”) of our median associate and the Transition Period 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.

  124. CEO Pay Ratio

    | | 2026 PROXY STATEMENT | 65 |

  125. 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 July 31, 2021, July 31, 2022, July 31, 2023, July 31, 2024, July 31, 2025 and the five-month transition period (August 1, 2025 to December 31, 2025).

  126. 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) | | TP | 7,660,469 | 10,681,819 | 1,894,187 | 2,516,640 | 278.15 | 236.56 | 786 | 1,153 | | 2025 | 14,137,493 | 13,799,634 | 3,145,875 | 3,243,190 | 278.00 | 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 |

  127. 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 Transition Period 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:

  128. 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 ($) | | TP | 7,660,469 | 5,009,826 | 5,209,833 | — | 2,431,372 | 389,971 | — | — | 10,681,819 | | 2025 | 14,137,493 | 9,735,826 | 11,296,469 | — | (1,224,315) | (674,187) | — | — | 13,799,634 | | 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 |

  129. Pay Versus Performance

    * The "Less, Grant Date Fair Value of Awards Reported in FY SCT" for fiscal 2025 has been restated from the amount previously reported. The originally disclosed figure of $7,808,186 did not include the fair value of stock option awards. As such, the Compensation Actually Paid for PEO for fiscal 2025 has been restated from the amount previously reported, $15,727,274, to $13,799,634. (4)The non-PEO NEOs represent the following individuals for each of the years shown. •TP: Bill Brundage, Chief Financial Officer; Bo Camposano, Senior Vice President—Waterworks; Jake Schlicher, Chief Strategy Officer; and Bill Thees, Chief Operating Officer. •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.

  130. Pay Versus Performance

    | 66 | 2026 PROXY STATEMENT | |

  131. Pay Versus Performance

    •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. (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:

  132. 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 ($) | | TP | 1,894,187 | 943,354 | 981,122 | — | 562,736 | 21,949 | — | — | 2,516,640 | | 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 |

  133. 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, 2021 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 the transition period 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 transition period ended December 31, 2025:

  134. 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) |

  135. 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) 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 discontinued operations.

  136. Pay Versus Performance

    | | 2026 PROXY STATEMENT | 67 |

  137. Compensation Actually Paid vs Total Shareholder Return

    Compensation Actually Paid vs Total Shareholder Return

  138. 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 |

  139. Compensation Actually Paid vs Adjusted Operating Profit

    Compensation Actually Paid vs Adjusted Operating Profit

  140. Compensation Actually Paid vs Adjusted Operating Profit

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

  141. Compensation Actually Paid vs Adjusted Operating Profit

    | 68 | 2026 PROXY STATEMENT | |

  142. Compensation Actually Paid vs Net Income

    Compensation Actually Paid vs Net Income

  143. Compensation Actually Paid vs Net Income

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

  144. Compensation Actually Paid vs Net Income

    | | 2026 PROXY STATEMENT | 69 |

  145. Compensation Actually Paid vs Net Income

    | Security Ownership of Certain Beneficial Owners and Management |