UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~January~~March 811, 2025

FERGUSON ENTERPRISES INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-42200

38-4304133

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification Number)

751 Lakefront Commons

Newport News, Virginia

23606

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: +1-757-874-7795

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

FERG

New York Stock Exchange

London Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~January~~March 811, 2025, Ferguson Enterprises Inc. (~~the~~including ~~“Company”)~~its ~~announced~~consolidated ~~that~~subsidiaries, ~~effective February 1, 2025,~~ the ~~title of Bill Thees, age 58, will change from~~ “~~Senior Vice President~~Company”) toissued ~~“Chief~~a ~~Operating~~press ~~Officer”~~release toannouncing ~~reflect an expansion of his oversight responsibilities over~~ the ~~coming months to include the~~ Company’s ~~supply~~financial ~~chain~~results ~~and~~for ~~facilities~~the ~~functions.~~quarter ~~Information~~ended ~~regarding~~January Mr31, 2025. ~~Thees’~~A ~~background~~copy isof ~~included in~~ the ~~section~~press ~~titled~~release ~~“Information~~is ~~about~~furnished ~~our~~as ~~Executive~~Exhibit ~~Officers”~~99.1 into ~~Part~~this ICurrent ~~of the Company’s Annual~~ Report on Form 108-K ~~for the fiscal year ended July 31, 2024, filed with the Securities~~ and ~~Exchange Commission on September 25, 2024, and~~ is incorporated herein by reference.The ~~Mr.~~information ~~Thees’~~disclosed ~~current~~pursuant ~~employment agreement will be amended on February 1, 2025~~ to ~~reflect~~this ~~his~~Item ~~new~~2.02 ~~title,~~(including ~~but~~Exhibit ~~no other changes are contemplated~~99.1) ~~The~~shall ~~executed~~not ~~amendment~~be todeemed ~~his~~“filed” ~~employment~~for ~~agreement~~purposes ~~will~~of beSection ~~filed~~18 ~~with~~of the ~~Company’s~~Securities ~~Quarterly~~Exchange ~~Report~~Act onof ~~Form~~1934, ~~10-Q~~as ~~for~~amended (the ~~quarter~~“Exchange ~~ending January 31~~Act”), ~~2025.~~or ~~While~~otherwise nosubject ~~changes~~ to ~~Mr. Thees’ compensation have been approved yet by~~ the ~~Compensation~~liability ~~Committee~~ of ~~the Board of Directors of the Company, it is anticipated~~ that ansection ~~immaterial~~and ~~adjustment~~shall tonot ~~his base salary will~~ be ~~made~~incorporated inby ~~the~~reference ~~near-term~~into toany ~~reflect~~registration ~~these~~statement ~~increased oversight responsibilities. There are no familial relationships~~ or ~~transactions~~other ~~involving~~document ~~Mr.~~filed ~~Thees~~under ~~and~~ the ~~Company~~Securities ~~that~~Act ~~would~~of ~~require~~1933, ~~disclosure~~as ~~under~~amended, ~~Item 401(d)~~ or ~~Item~~the ~~404~~Exchange ofAct, ~~Regulation~~except ~~S-K.~~as ~~There~~shall ~~are~~be noexpressly ~~arrangements~~set orforth ~~understandings~~by ~~between~~specific ~~Mr.~~reference ~~Thees~~in ~~and~~ any ~~other~~such ~~person pursuant to which he was selected for this office~~filing.


Item 9.01			Financial Statements and Exhibits.


(d)			Exhibits


Exhibit No.			Description
99.1			Press Release dated March 11, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
		Ferguson Enterprises Inc.
Date:	~~January~~March 1011, 2025	By:	/s/ ~~Ian~~William ~~Graham~~Brundage
		Name:	~~Ian~~William ~~Graham~~Brundage
		Title:	Chief ~~Legal~~Financial Officer ~~& Corporate Secretary~~

Filing Compare · Ferguson Enterprises Inc. /DE/