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): December 39, 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 52.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On December 9, 2025, Ferguson Enterprises Inc. (~~the~~including ~~“Company”) held~~ its ~~2025~~consolidated ~~annual meeting of stockholders on December 3~~subsidiaries, ~~2025 (~~the “~~Annual Meeting~~Company”). ~~See~~issued a press release announcing the Company’s ~~definitive~~financial ~~proxy~~results ~~statement~~for ~~filed with~~ the ~~Securities~~quarter ~~and~~ended ~~Exchange Commission on~~ October 1531, 2025. ~~for~~A ~~more~~copy ~~information~~of ~~on each proposal, including~~ the ~~vote~~press ~~required~~release ~~for~~is ~~each~~furnished ~~proposal~~as toExhibit ~~be passed~~99.1 ~~Set~~to ~~forth~~this ~~below~~Current ~~are~~Report ~~the~~on ~~final~~Form ~~voting~~8-K ~~results~~and ~~from~~is ~~the~~incorporated ~~Annual~~herein ~~Meeting~~by reference.The ~~Based~~information ondisclosed ~~such~~pursuant ~~results,~~to ~~the~~this ~~stockholders~~Item 2.02 (iincluding Exhibit 99.1) ~~elected~~shall ~~each~~not ofbe ~~the~~deemed ~~eleven~~“filed” ~~director~~for ~~nominees~~purposes toof ~~hold~~Section ~~office~~18 ~~until~~of the ~~Company’s~~Securities ~~next~~Exchange ~~annual~~Act ~~meeting~~ of ~~stockholders~~1934, ~~and~~as ~~until~~amended ~~such~~(the ~~director’s~~“Exchange ~~successor~~Act”), ~~shall~~or ~~have~~otherwise ~~been~~subject ~~elected~~to ~~and~~the ~~qualified;~~liability ~~(ii)~~of ~~ratified~~that ~~the~~section ~~appointment~~and ofshall ~~Deloitte~~not &be ~~Touche~~incorporated ~~LLP~~by asreference ~~the~~into ~~Company’s~~any ~~independent~~registration ~~registered~~statement ~~public~~or ~~accounting~~other ~~firm~~document ~~for~~filed under the ~~transition~~Securities ~~period~~Act ~~from~~of ~~August 1~~1933, ~~2025~~as ~~to December 31~~amended, ~~2025;~~or ~~and~~the ~~(iii)~~Exchange ~~approved~~Act, onexcept anas ~~advisory~~shall ~~basis,~~be ~~the~~expressly ~~fiscal~~set ~~2025~~forth ~~compensation~~by ofspecific ~~the~~reference ~~Company’s~~in ~~named~~any ~~executive~~such ~~officers~~filing.

~~Proposal~~Item 1:9.01 ~~Election~~Financial ofStatements ~~directors~~and Exhibits.

	VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
Rekha Agrawal	167,729,550	830,701	151,836	5,223,823
Kelly Baker	166,956,340	1,663,097	92,650	5,223,823
Rick Beckwitt	168,389,389	225,145	97,553	5,223,823
Bill Brundage	155,601,769	13,015,238	95,080	5,223,823
Geoff Drabble	167,104,953	1,507,836	99,298	5,223,823
Cathy Halligan	167,977,952	615,605	118,530	5,223,823
Brian May	167,597,739	1,013,952	100,396	5,223,823
James S. Metcalf	167,456,013	1,157,755	98,319	5,223,823
Kevin Murphy	168,562,540	49,628	99,919	5,223,823
Alan Murray	158,876,117	9,247,311	588,659	5,223,823
Suzanne Wood	168,579,459	31,916	100,712	5,223,823


(d)			Exhibits

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the transition period from August 1, 2025 to December 31, 2025


Exhibit No.			Description
99.1			Press Release dated December 9, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

VOTES FOR

VOTES AGAINST

ABSTENTIONS

BROKER NON-VOTES

173,671,405

196,866

67,639

N/A

Proposal 3: Advisory vote to approve the fiscal 2025 compensation of the Company’s named executive officers

VOTES FOR						VOTES AGAINST						ABSTENTIONS						BROKER NON-VOTES
153,746,045						14,092,142						873,900						5,223,823

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:	December 49, 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/