UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42200

Ferguson Enterprises Inc.
(Exact name of registrant as specified in its charter)


Delaware						38-4304133
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

751 Lakefront Commons

Newport News, Virginia 23606

+1-757-874-7795


(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Common Stock, par value $0.0001 per share	FERG	The New York Stock Exchange
		London Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of ~~May~~December 272, 2025, the number of outstanding shares of common stock was ~~197~~195,~~181~~545,~~036~~957.

TABLE OF CONTENTS


			PAGE

CERTAIN TERMS			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
PART I – FINANCIAL INFORMATION			3
Item 1. Financial Statements			3
Condensed Consolidated Statements of Earnings			3
Condensed Consolidated Statements of Comprehensive Income			4
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Stockholders’ Equity			6
Condensed Consolidated Statements of Cash Flows			7
Notes to the Condensed Consolidated Financial Statements			8
Note 1: Summary of significant accounting policies			8
Note 2: Revenue and segment information			10
Note 3: Weighted average shares			1112
Note 4: Income tax			12
Note 5: Debt			1213
Note 6: Assets and liabilities at fair value			14
Note 7: Commitments and contingencies			14
Note 8: Accumulated other comprehensive loss			14
Note 9: Retirement benefit obligations			15
Note 10: Stockholders’ equity			16
Note 11: Share-based compensation			1716
Note 12: Acquisitions			18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Note 13: Restructuring expenses			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			26
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 4. Controls and Procedures			26
Item 3. Quantitative and Qualitative Disclosures About Market Risk			30
PART II - OTHER INFORMATION			27
Item 4. Controls and Procedures			30
Item 1. Legal Proceedings			27
PART II - OTHER INFORMATION			31
Item 1A. Risk Factors			27
Item 1. Legal Proceedings			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			27
Item 1A. Risk Factors			31
Item 6. Exhibits			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
SIGNATURES			29
Item 6. Exhibits			32
SIGNATURES			33

CERTAIN TERMS

Unless otherwise specified or the context otherwise requires, the terms “Company,” “Ferguson,” “we,” “us,” and “our” and other similar terms used in this Quarterly Report on Form 10-Q (this “Quarterly Report”) refer to Ferguson Enterprises Inc. and its consolidated subsidiaries. ~~Except~~As aspreviously ~~otherwise~~announced, ~~specified~~our orboard ~~the~~of ~~context~~directors ~~otherwise~~approved ~~requires,~~a ~~references~~change toin ~~years indicate~~ our fiscal year ~~ended~~end from July 3131st ofto December 31st. The term “transition period” refers to the ~~respective~~five-month ~~year.~~period ~~For~~from ~~example~~August 1, ~~references~~2025 to ~~“fiscal~~December 31, 2025” oras ~~similar~~the ~~references~~Company ~~refer~~transitions tofrom ~~the~~a July 31st fiscal year ~~ended~~end ~~July 31,~~to ~~2025~~a December 31st fiscal year end. References to the “~~Merger~~current quarter” refer to the ~~merger~~three ~~transaction~~months ~~that resulted~~ in ~~(i)~~the ~~Ferguson~~transition ~~plc~~period ~~becoming~~ended aOctober ~~direct~~31, ~~wholly~~2025. ~~owned~~Prior ~~subsidiary~~to ofthe ~~Ferguson~~transition ~~Enterprises Inc.~~period, ~~(ii)~~our ~~the~~fiscal ~~shareholders~~year ofwas ~~Ferguson~~the ~~plc~~year atending ~~the~~on ~~designated~~July ~~record~~31 ~~time~~of ~~for~~ the ~~Merger~~corresponding nocalendar ~~longer~~year. ~~holding~~For ~~ordinary~~example, ~~shares~~references ofto ~~Ferguson~~“fiscal ~~plc~~2025” ~~but~~or ~~instead~~similar ~~holding~~references ~~shares~~refer ofto ~~common~~the ~~stock~~fiscal ofyear ~~Ferguson~~ended ~~Enterprises~~July ~~Inc.~~31, 2025, and ~~(iii)~~references ~~Ferguson~~to ~~Enterprises~~“the ~~Inc.~~first ~~becoming~~quarter ~~the~~of ~~successor~~fiscal ~~issuer~~2025” refer to ~~Ferguson~~the ~~plc,~~quarter ~~which~~ended ~~was~~October ~~renamed~~31, ~~“Ferguson~~2024. ~~(Jersey)~~Our ~~Limited”~~fiscal ~~and~~year ~~converted~~2026 ~~into~~will acommence ~~private~~on ~~company~~January 1, 2026.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report is forward-looking, including within the meaning of the Private Securities Litigation Reform Act of 1995, and involves risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements. Forward-looking statements cover all matters which are not historical facts and include, without limitation, statements or guidance regarding or relating to our future financial position, results of operations and growth, plans and objectives for the future including our capabilities and priorities, risks associated with changes in global and regional economic, market and political conditions, ability to manage supply chain challenges, ability to manage the impact of product price fluctuations, our financial condition and liquidity, legal or regulatory changes, and other statements concerning the success of our business and strategies.

Forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “believes,” “estimates,” “anticipates,” “expects,” “forecasts,” “intends,” “continues,” “plans,” “projects,” “goal,” “target,” “aim,” “may,” “will,” “would,” “could” or “should” or, in each case, their negative or other variations or comparable terminology and other similar references to future periods. Forward-looking statements speak only as of the date on which they are made. They are not assurances of future performance and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Therefore, you should not place undue reliance on any of these forward-looking statements. Although we believe that the forward-looking statements contained in this Quarterly Report are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those contained in such forward-looking statements, including but not limited to:

•weakness in the economy, market trends, uncertainty and other conditions in the markets in which we operate, and ~~other~~the macroeconomic impact of factors beyond our control, (including, ~~disruption~~among inothers, ~~the~~inflation/deflation, ~~financial~~recession, ~~markets~~labor and ~~any~~wage ~~macroeconomic or other consequences of political unrest~~pressures, ~~disputes or war, and/or~~ trade restrictions such as ~~sanctions~~tariffs, ~~tariffs~~sanctions and retaliatory ~~counter~~countermeasures, ~~measures;~~interest rates, and geopolitical conditions);

•failure to rapidly identify or effectively respond to direct and/or end customers’ wants, expectations or trends, including costs and potential problems associated with new or upgraded information technology systems or our ability to timely deploy new omni-channel capabilities;

•decreased demand for our products as a result of operating in highly competitive industries and the impact of declines in the residential and non‐-residential markets and our ability to effectively manage inventory as a result;

•changes in competition, including as a result of market consolidation, new entrants, vertical integration or competitors responding more quickly to emerging technologies (such as generative artificial intelligence (“AI”));

•failure of a key information technology system or process as well as payment-related risks, including exposure to fraud or theft ~~resulting from payment‐related risks~~;

•privacy and protection of sensitive data failures, including failures due to data corruption, cybersecurity incidents or , network security breaches or the use of AI;

•ineffectiveness of or disruption in our domestic or international supply chain or our fulfillment network, including delays in inventory availability at our distribution facilities and branches, increased delivery costs or lack of availability due to loss of key suppliers;

•failure to effectively manage and protect our facilities and inventory or to prevent personal injury to customers, suppliers or associates, including as a result of workplace violence;

•unsuccessful execution of our operational strategies;

•failure to attract, retain and motivate key associates;

•exposure of associates, contractors, customers, suppliers and other individuals to health and safety risks and fleet incidents;

•risks associated with acquisitions, partnerships, joint ventures and other business combinations, dispositions or strategic transactions;

•risks associated with sales of private label products, including regulatory, product liability and reputational risks and the ~~failure~~adverse toimpact ~~achieve~~such ~~and~~sales ~~maintain~~may ahave ~~high~~on ~~level~~supplier ofrelationships ~~product~~ and ~~service quality or comply with responsible sourcing standards~~rebates;

•the failure to achieve and maintain a high level of product and service quality or comply with responsible sourcing standards;

•inability to renew leases on favorable terms or at all, as well as any remaining obligations under a lease when we close a facility;

•changes in, interpretations of, or compliance with tax laws and accounting standards;

•our access to capital, indebtedness and changes in our credit ratings and outlook;

•fluctuations in product prices/costs (e.g., including as a result of the use of commodity-priced materials, inflation/deflation, trade restrictions and/or ~~trade~~the ~~restrictions~~failure to qualify for or maintain supplier rebates) and foreign currency;

•funding risks related to our defined benefit pension plans;

•legal proceedings in the ordinary course of our business as well as any failure to comply with domestic and foreign laws, regulations and standards, as those laws, regulations and standards or interpretations and enforcement thereof may change~~, or the occurrence of unforeseen developments such as litigation, investigations, governmental proceedings or enforcement actions~~;

•~~our failure to comply with~~ the ~~obligations~~occurrence ~~associated~~of ~~with~~unforeseen ~~being~~developments asuch ~~public~~as ~~company~~litigation, ~~listed~~investigations, ongovernmental ~~the~~proceedings ~~New~~or ~~York~~enforcement ~~Stock Exchange and London Stock Exchange and the costs associated therewith~~actions;

•our failure to comply with the ~~costs~~obligations ~~and~~associated ~~risk~~with ~~exposure~~being ~~relating~~a topublic ~~sustainability~~company ~~matters,~~listed ~~including~~on ~~regulatory~~the orNew ~~legal~~York ~~requirements~~Stock Exchange (“NYSE”) and ~~disparate~~London ~~stakeholder~~Stock ~~expectations~~Exchange (“LSE”) and the costs associated therewith;

•~~adverse~~the ~~impacts~~costs ~~caused~~and byrisk aexposure ~~public~~relating ~~health~~to ~~crisis~~sustainability matters and disclosures, including regulatory or legal requirements and disparate stakeholder expectations; and

•other risks and uncertainties set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2024~~2025 filed with the Securities and Exchange Commission (“SEC”) on September 2526, ~~2024~~2025 (the “Annual Report”) and in other filings we make with the SEC in the future.

Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Other than in accordance with our legal or regulatory obligations, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Part I - FINANCIAL INFORMATION

Item 1.Financial Statements

Ferguson Enterprises Inc.

Condensed Consolidated Statements of Earnings

(unaudited)

	Three months ended		~~Nine months ended~~
	April 30,		April 30,
	October 31,
(In millions, except per share amounts)	2025	2024	~~2025~~	~~2024~~
Net sales	$78,~~621~~169	$7,~~308~~772	~~$22,265~~	~~$21,689~~
Cost of sales	(5,~~262~~663)	(5,~~076~~432)	~~(15,524)~~	~~(15,097)~~
Gross profit	2,~~359~~506	2,~~232~~340	~~6,741~~	~~6,592~~
Selling, general and administrative expenses	(1,~~589~~641)	(1,~~510~~585)	~~(4,711)~~	~~(4,483)~~
Restructuring expenses	(70)	(12)	(73)	(20)
Depreciation and amortization	(94)	(90)
Depreciation and amortization	(94)	(85)	(276)	(248)
Operating profit	771	665
Operating profit	606	625	1,681	1,841
Interest expense, net	(46)	(46)
Interest expense, net	(46)	(43)	(140)	(132)
Other (expense) income, net	(13)	5
Other (expense) income, net	(3)	(1)	10	(4)
Income before income taxes	712	624
Income before income taxes	557	581	1,551	1,705
Provision for income taxes	(142)	(154)
Provision for income taxes	(147)	(138)	(395)	(421)
Net income	$570	$470
Net income	$410	$443	$1,156	$1,284
Earnings per share - Basic	$2.91	$2.34
Earnings per share - Basic	$2.07	$2.19	$5.79	$6.32
Earnings per share - Diluted	$2.90	$2.34
Earnings per share - Diluted	$2.07	$2.18	$5.78	$6.30
Weighted average number of shares outstanding:
Basic	~~198~~196.32	~~202~~200.68	~~199.6~~	~~203.3~~
Diluted	~~198~~196.56	~~203~~201.23	~~199.8~~	~~203.9~~

See accompanying Notes to the Condensed Consolidated Financial Statements.

Ferguson Enterprises Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

Three months ended

~~Nine months ended~~

April 30,

October 31,

(In millions)

2025

2024

~~2025~~

~~2024~~

Net income

$~~410~~570

$~~443~~470

~~$1,156~~

~~$1,284~~

Other comprehensive income (loss):

Other comprehensive (loss) income:

Foreign currency translation adjustments

40(9)

(197)

~~(33)~~

Pension adjustments, net of tax impacts of ($3), ($1), ($5) and ($3), respectively

Pension adjustments, net of tax impacts of ($1) and ($2), respectively

Total other comprehensive income (loss), net of tax

48(7)

(172)

~~(26)~~

Comprehensive income

$~~458~~563

$~~426~~468

~~$1,171~~

~~$1,258~~

See accompanying Notes to the Condensed Consolidated Financial Statements.

Ferguson Enterprises Inc.

Condensed Consolidated Balance Sheets

(unaudited)

	As of
(In millions, except share amounts)	~~April~~October 3031, 2025	July 31, ~~2024~~2025
Assets
Cash and cash equivalents	$~~519~~526	$~~571~~674
Accounts receivable, less allowances of $38 and $21, respectively	3,748	3,602
Accounts receivable, less allowances of $24 and $24, respectively	3,807	3,964
Inventories	4,~~548~~613	4,~~188~~492
Prepaid and other current assets	~~917~~1,025	~~1,020~~945
Assets held for sale	4456	2971
Total current assets	910,~~776~~027	910,~~410~~146
Property, plant and equipment, net	1,~~832~~886	1,~~752~~846
Operating lease right-of-use assets	1,~~678~~841	1,~~565~~763
Deferred income taxes, net	~~197~~136	~~181~~225
Goodwill	2,~~427~~464	2,~~357~~464
Other intangible assets, net	~~750~~704	~~753~~726
Other non-current assets	~~605~~636	~~554~~559
Total assets	$17,~~265~~694	$1617,~~572~~729
Liabilities and stockholders’ equity
Accounts payable	$3,~~775~~468	$3,~~410~~577
Short-term debt	~~400~~—	~~150~~400
Current portion of operating lease liabilities	~~428~~461	~~395~~447
Other current liabilities	1,~~368~~397	1,~~261~~578
Total current liabilities	5,971	5,216
Liabilities held for sale	13	26
Long-term debt	3,701	3,774
Total current liabilities	5,339	6,028
Long-term portion of operating lease liabilities	1,300	1,198
Long-term debt	4,124	3,752
Other long-term liabilities	762	768
Long-term portion of operating lease liabilities	1,434	1,367
Total liabilities	11,734	10,956
Other long-term liabilities	741	750
Total liabilities	11,638	11,897
Stockholders’ equity:
Ordinary shares, par value 10 pence; 500,000,000 shares authorized; 0 and 232,171,182 shares issued, respectively	—	30
Common stock, par value $0.0001; 500,000,000 shares authorized; 201,343,253 issued	—	—
Common stock, par value $0.0001; 500,000,000 shares authorized; 201,343,253 and 0 shares issued, respectively	—	—
Paid-in capital	990	926
Paid-in capital	920	864
Retained earnings	7,117	6,776
Retained earnings	6,241	9,589
Treasury shares, 5,447,701 and 4,759,053 shares, respectively at cost	(1,073)	(899)
Treasury shares, 3,854,675 and 30,827,929 shares, respectively at cost	(714)	(3,936)
Accumulated other comprehensive loss	(978)	(971)
Accumulated other comprehensive loss	(916)	(931)
Total stockholders' equity	6,056	5,832
Total stockholders' equity	5,531	5,616
Total liabilities and stockholders' equity	$17,694	$17,729
Total liabilities and stockholders' equity	$17,265	$16,572

See accompanying Notes to the Condensed Consolidated Financial Statements.

Ferguson Enterprises Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

	Three months ended		~~Nine months ended~~
	April 30,		April 30,
	October 31,
(In millions, except per share data)	2025	2024	~~2025~~	~~2024~~
Ordinary shares:
Balance at beginning of period	$—	$30	~~$30~~	~~$30~~
Treasury shares canceled	—	—(4)	~~(4)~~	—
Ordinary shares canceled	—	—(26)	~~(26)~~	—
Balance at end of period	—	30—	—	30
Common stock:
Balance at beginning of period	$—	$—	$—	$—
Common stock issued	—	—	—	—
Balance at end of period	—	—	—	—
Paid-in capital:
Balance at beginning of period	~~$912~~926	~~$842~~864	~~$864~~	~~$809~~
Share-based compensation expense	864	1320	30	44
Ordinary shares canceled	—	—26	26	—
Other	—	—	—	2
Balance at end of period	990	910
Balance at end of period	920	855	920	855
Retained earnings:
Balance at beginning of period	$56,~~998~~776	$9,~~018~~589	~~$9,589~~	~~$8,557~~
Treasury shares canceled	—	—(3,932)	~~(3,932)~~	—
Net earnings	~~410~~570	~~443~~470	~~1,156~~	~~1,284~~
Cash dividends declared of $0.83, $0.79, $2.45, and $2.33, respectively	(164)	(160)	(488)	(472)
Cash dividends declared of $0.83 and $0.79, respectively	(163)	(158)
Shares issued under employee stock plans	(366)	—(80)	~~(84)~~	~~(68)~~
Balance at end of period	67,~~241~~117	95,~~301~~889	~~6,241~~	~~9,301~~
Treasury shares:
Balance at beginning of period	(~~$457~~899)	($3,~~575~~936)	~~($3,936)~~	~~($3,425)~~
Treasury shares canceled	—	—3,936	~~3,936~~	—
Share repurchases	(~~259~~210)	(~~175~~261)	~~(767)~~	~~(351)~~
Shares issued under employee share plans, net	236	—50	53	26
Balance at end of period	(~~714~~1,073)	(~~3,750~~211)	~~(714)~~	~~(3,750)~~
Employee Benefit Trust:
Balance at beginning of period	$—	$—	$—	($46)
Shares issued	—	—	—	45
Other	—	—	—	1
Balance at end of period	—	—	—	—
Accumulated other comprehensive loss:
Balance at beginning of period	(~~$964~~971)	(~~$897~~931)	~~($931)~~	~~($888)~~
Total other comprehensive income (loss)	48	(17)	15	(26)
Total other comprehensive loss	(7)	(2)
Balance at end of period	(~~916~~978)	(~~914~~933)	~~(916)~~	~~(914)~~
Total stockholder's equity	$56,~~531~~056	$5,~~522~~655	~~$5,531~~	~~$5,522~~

See accompanying Notes to the Condensed Consolidated Financial Statements.

Ferguson Enterprises Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(In millions)	~~Nine~~Three months ended
	April 30,
	October 31,
	2025	2024
Cash flows from operating activities:
Net income	$~~1,156~~570	$~~1,284~~470
Depreciation and amortization	~~276~~94	~~248~~90
Share-based compensation	2264	3911
Changes in deferred income taxes	~~(14)~~87	(141)
Changes in inventories	(~~324~~118)	(~~194~~203)
Changes in receivables and other assets	~~(24)~~49	~~107~~(4)
Changes in accounts payable and other liabilities	~~244~~(371)	~~107~~(169)
Changes in income taxes payable	2646	~~(69)~~158
Other operating activities	59	(17)
Net cash provided by operating activities	~~1,367~~430	~~1,507~~345
Cash flows from investing activities:
Purchase of businesses acquired, net of cash acquired	(~~242~~21)	(~~185~~22)
Capital expenditures	(~~235~~118)	(~~263~~77)
Other investing activities	137	30—
Net cash used in investing activities	(~~464~~132)	(~~418~~99)
Cash flows from financing activities:
Purchase of treasury shares	(~~759~~208)	(~~421~~256)
Repayments of debt	(31,~~175~~475)	(1,~~480~~550)
Proceeds from debt	31,~~346~~447	1,~~375~~621
Change in bank overdrafts	3(2)	194
Cash dividends	(~~324~~164)	~~(465)~~—
Other financing activities	(6646)	(2333)
Net cash used in financing activities	(~~975~~448)	(~~995~~214)
Change in cash, cash equivalents and restricted cash	(72150)	9432
Effects of exchange rate changes	3(2)	(83)
Cash, cash equivalents and restricted cash, beginning of period	~~625~~707	~~669~~625
Cash, cash equivalents and restricted cash, end of period	$~~556~~555	$~~755~~654
Supplemental Disclosures:
Cash paid for income taxes, net	$~~384~~9	$~~505~~—
Cash paid for interest	~~171~~75	~~162~~74
Accrued capital expenditures	711	97
Accrued dividends	~~165~~163	~~160~~158

See accompanying Notes to the Condensed Consolidated Financial Statements.

Ferguson Enterprises Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

Note 1: Summary of significant accounting policies

Background

Ferguson Enterprises Inc. (including subsidiaries, the “Company”) (NYSE: FERG; LSE: FERG) is a Delaware corporation. Ferguson is a value-added distributor serving the water and air specialized professional in the residential and non-residential North American construction market. We help make our customers’ complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. Ferguson is headquartered in Newport News, Virginia. We sell through a common network of distribution centers, branches, counter service and specialist sales associates, showroom consultants and e-commerce channels. The corporate headquarters of the Company is located at 751 Lakefront Commons, Newport News, Virginia 23606.

Effective on August 1, 2024 (the “Effective Date”), the Company established a new corporate structure to domicile our ultimate parent company in the United States by completing a merger between entities under common control (the “Merger”). The Merger resulted in (i) Ferguson plc (the “predecessor”) becoming a direct, wholly owned subsidiary of Ferguson Enterprises Inc. (the “successor issuer”) and (ii) the shareholders of Ferguson plc at the designated record time for the Merger no longer holding ordinary shares of Ferguson plc but instead holding shares of common stock of Ferguson Enterprises Inc.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements and notes to the condensed consolidated financial statements are presented in accordance with the rules and regulations of the SEC and accounting principles generally accepted in the United States of America (“U.S. GAAP”), but do not include all disclosures normally required in annual consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented.

InThese ~~light~~unaudited ofinterim ~~the Merger, the July 31, 2024~~ condensed consolidated ~~balance sheet was derived from the audited~~ financial statements ofshould ~~the~~be ~~predecessor.~~read ~~For~~in ~~the~~conjunction ~~nine~~with ~~months ended April 30, 2024,~~ the ~~unaudited~~audited ~~condensed~~ consolidated financial statements ofand ~~earnings,~~notes ~~comprehensive~~thereto ~~income,~~included ~~stockholders’~~in ~~equity,~~the ~~and~~Annual ~~cash~~Report. ~~flows~~The ~~represent~~financial ~~the~~results ~~activities~~for of the ~~predecessor.~~interim ~~The~~period ~~successor~~may ~~issuer~~not ~~had~~be noindicative ~~operating~~of ~~activities~~the ~~prior~~financial toresults for the ~~Effective~~entire ~~Date.~~fiscal period.

Prior year amounts in connection with restructuring expenses have been reclassified from selling, general and administrative costs into restructuring expenses in order to conform with the current period presentation.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report. The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year.

Use of estimates

The preparation of the Company's interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting certain reported amounts in the interim condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits with banks with original maturities of three months or less and overdrafts to the extent there is a legal right of offset and practice of net settlement with cash balances. Cash equivalents also include amounts due from third-party credit card processors as they are both short-term and highly liquid in nature and are typically converted to cash within a few days of the sales transaction.

Restricted cash is primarily ~~related~~consists ~~to cash held in connection with certain letters~~ of ~~credit, as well as~~ deferred consideration for business combinations, subject to various settlement agreements. These amounts are recorded in prepaid and other current assets and other non-current assets in the Company’s condensed consolidated balance sheets.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows.

	As of
(In millions)	~~April~~October 3031, 2025	July 31, ~~2024~~2025
Cash and cash equivalents	$~~519~~526	$~~571~~674
Restricted cash	3729	5433
Total cash, cash equivalents and restricted cash	$~~556~~555	$~~625~~707

Supplier finance program

InThe ~~October 2023, the~~ Company ~~began~~maintains a supplier financing program with a third party financial institution wherein certain of the Company’s shipping and logistics providers in the United States can opt to receive early payment from the third party financial institution at a nominal discount. Such payment terms are independently negotiated between the third party financial institution and the shipping and logistics providers. The Company’s obligations to suppliers are unchanged and payment terms are consistent with the Company’s normal payment terms. All outstanding payables related to the supplier finance program are classified within accounts payable within our condensed consolidated balance sheets and were $4663 million and $62 million as of ~~April~~October 3031, 2025 and July 31, ~~2024~~2025, respectively.

Recently issued accounting standard updates (“ASU”)

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires new financial statement disclosures disaggregating prescribed expense categories within relevant income statement expense captions, including information about purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each relevant expense caption on the face of the income statement. Per ASU No. 2025-01, the amendments under ASU No. 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The ASU No. 2024-03 can be adopted either prospectively or retrospectively. The Company is currently evaluating the ASU to determine the impact on its disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. The impact to the Company’s isconsolidated ~~currently~~financial ~~evaluating~~statements ~~the~~and ~~ASU~~related todisclosures ~~determine~~is ~~the~~not ~~impact~~expected onto ~~its~~be ~~disclosures~~material.

In ~~November~~September ~~2023~~2025, the FASB issued ASU No. ~~2023~~2025-0706, “~~Segment~~Intangibles-Goodwill ~~Reporting~~and ~~(Topic~~Other-Internal-Use ~~280):~~Software ~~Improvements~~(Subtopic ~~to Reportable Segment Disclosures~~350-40).” ~~This~~The ~~ASU~~amendments ~~expands~~in ~~public~~this ~~entities’~~update ~~required~~remove ~~segment~~all ~~disclosures,~~references ~~including disclosure of significant segment expenses that are regularly provided~~ to the ~~chief~~previously ~~operating~~existing ~~decision~~software ~~maker~~development ~~and~~project ~~included~~stages ~~within~~and ~~each~~require ~~reported~~entities ~~measure~~to ofstart ~~segment~~capitalizing ~~profit~~software orcosts ~~loss,~~when anmanagement ~~amount~~has authorized and ~~description~~committed offunding ~~its~~to ~~composition~~a ~~for~~software ~~other~~project ~~segment items~~ and ~~interim~~it ~~disclosures~~is ofprobable athat ~~reportable~~the ~~segment’s~~project ~~profit~~will orbe ~~loss~~completed ~~and~~with ~~assets~~its ~~that~~intended ~~are currently not required~~functionality. ~~This~~The ~~ASU~~new standard is effective for fiscal years beginning after December 15, ~~2023,~~2027. ~~and~~Early ~~interim~~adoption ~~reporting~~is ~~periods~~permitted ~~within~~and ~~fiscal~~can ~~years~~be ~~beginning~~applied ~~after~~prospectively, ~~December 15~~retrospectively, ~~2024.~~or ~~Early~~utilizing ~~adoption~~a ismodified ~~permitted~~transition approach. The ~~impact~~Company tois ~~the~~currently ~~Company’s~~evaluating ~~consolidated~~the ~~financial~~ASU ~~statements~~to ~~and~~determine ~~related~~the ~~disclosures~~impact ison ~~not~~its ~~expected~~consolidated tofinancial ~~be material~~statements.

Recent accounting pronouncements pending adoption that are not discussed above are either not applicable, or will not have, or are not expected to have, a material impact on our consolidated financial condition, results of operations or cash flows.

Note 2: ~~Revenue~~Segment and ~~segment~~net sales information

The Company reports its financial results of operations on a geographical basis in the following two reportable segments: United States and Canada. Each segment generally derives its revenues in the same manner. ~~The Company uses adjusted operating profit~~ as ~~its~~described ~~measure~~in ofNote ~~segment profit. A reporting segment’s adjusted operating profit is defined as profit before tax~~1, ~~excluding~~Summary ~~central and other costs, restructuring expenses, amortization~~ of ~~acquired~~significant ~~intangible~~accounting ~~assets,~~policies ~~net~~included ~~interest~~in ~~expenses,~~the asAnnual ~~well~~Report. asThe ~~other~~Company ~~items~~uses ~~typically~~adjusted ~~recorded~~operating inprofit ~~net other (expense) income such~~ as ~~(loss)/gain~~its onmeasure ~~disposal~~ of ~~businesses,~~segment ~~pension plan changes/closure costs and amounts recorded in connection with the Company’s interests in investees~~profit. Certain income and expenses are not allocated to the Company’s segments and, thus, the information that management uses to make operating decisions and assess performance does not reflect such amounts.

This segment structure reflects the financial information and reports used by the Company’s management, specifically its chief operating decision makers (“CODM”), to make decisions regarding the Company’s business, including resource allocations and performance assessments, as well as the current operating focus in compliance with ASC 280, Segment Reporting. The Company’s CODM are the Chief Executive Officer and the Chief Financial Officer.

The significant expenses reviewed by the CODM include operating costs and costs of sales. The operating costs evaluated by the CODM are primarily SG&A, including depreciation expense on long lived assets and software amortization expense.

The CODM use segment adjusted operating profit to evaluate performance and allocate resources (including employees, property, and financial or capital resources) in conjunction with the annual budget process, as well as during periodic business reviews.

Segment results were as follows:

	Three months ended		~~Nine months ended~~
	April 30,		April 30,
	October 31,
(In millions)	2025	2024	~~2025~~	~~2024~~
Net sales:
United States	$7,~~288~~757	$67,~~974~~369	~~$21,210~~	~~$20,667~~
Canada	~~333~~412	~~334~~403	~~1,055~~	~~1,022~~
Total net sales	$78,~~621~~169	$7,~~308~~772	~~$22,265~~	~~$21,689~~
Cost of sales:
United States	(5,361)	(5,136)
Canada	(302)	(296)
Operating costs:
United States	(1,590)	(1,536)
Canada	(94)	(84)
Adjusted operating profit:
United States	~~$726~~806	~~$685~~697	~~$1,878~~	~~$1,976~~
Canada	816	623	42	38
Central and other costs	(19)	(17)	(50)	(47)
Total segment adjusted operating profit	822	720
Restructuring expenses(1)	(70)	(12)	(73)	(20)
Central and other costs(1)	(14)	(14)
Amortization of acquired intangible assets	(39)	(37)	(116)	(106)
Corporate restructuring expenses	(2)	(3)
Interest expense, net	(46)	(43)	(140)	(132)
Amortization of acquired intangible assets	(35)	(38)
Other (expense) income, net	(3)	(1)	10	(4)
Interest expense, net	(46)	(46)
Income before income taxes	$557	$581	$1,551	$1,705
Other (expense) income, net	(13)	5
Income before income taxes	$712	$624

(1)~~See~~Primarily ~~Note~~includes 13SG&A, ~~for~~including ~~details~~depreciation ~~regarding~~expense ~~restructuring~~on ~~expenses~~long lived assets and software amortization expense that is not related to a segment.

Our products are delivered through a common network of distribution centers, branches, counter service and specialist sales associates, showroom consultants and e-commerce channels. The Company recognizes revenue when a sales arrangement with a customer exists (e.g., contract, purchase orders, others), the transaction price is fixed or determinable, collection of consideration is probable and the Company has satisfied its performance obligation per the sales arrangement. The majority of the Company’s revenue originates from sales arrangements with a single performance obligation to deliver products, whereby the performance obligations are satisfied when control of the product is transferred to the customer which is the point the product is delivered to, or collected by, the customer.

~~The~~Capital ~~Company~~expenditures ~~determined that disaggregating net sales by end market at the segment level achieves the disclosure objective to depict how the nature, amount, timing,~~ and ~~uncertainty~~depreciation ~~of revenue~~ and ~~cash~~amortization ~~flows may be impacted~~ by ~~economic~~segment ~~factors.~~were ~~The disaggregated net sales by end market are~~ as follows:

	Three months ended		~~Nine months ended~~
	April 30,		April 30,
	October 31,
(In millions)	2025	2024	~~2025~~	~~2024~~
United States:
Capital expenditures:
Residential	$3,610	$3,552	$10,728	$10,591
United States	$114	$76
Non-residential:
Canada	4	1
Commercial	2,508	2,337	7,161	6,929
Total capital expenditures	$118	$77
Civil/Infrastructure	661	599	1,866	1,740
Depreciation and amortization:
Industrial	509	486	1,455	1,407
United States	$89	$85
Total Non-residential	3,678	3,422	10,482	10,076
Canada	5	5
Total United States	7,288	6,974	21,210	20,667
Total depreciation and amortization(1)	$94	$90
Canada	333	334	1,055	1,022
(1) Includes amortization of acquired intangible assets of $35 million and $38 million in the three months ended October 31, 2025 and 2024, respectively. These amounts are not included in segment adjusted operating profit.
Total net sales	$7,621	$7,308	$22,265	$21,689

NoAssets ~~sales~~by tosegment ~~an individual customer accounted for more than 10% of net sales during any of the periods presented.~~included:


	As of
(In millions)	October 31, 2025	July 31, 2025
Assets:
United States	$15,914	$15,757
Canada	990	1,008
Total segment assets	16,904	16,765
Corporate	790	964
Total assets	$17,694	$17,729

Long-lived assets are as follows:


	As of
(In millions)	October 31, 2025	July 31, 2025
Long-lived assets:
United States	$1,836	$1,795
Canada	50	51
Total long-lived assets	$1,886	$1,846

Net sales disaggregation

A disaggregation of net sales by customer group in the United States is as follows:


	Three months ended
	October 31,
	2025		2024
Customer Group
Waterworks	25	%	23	%
Ferguson Home	21	%	21	%
Commercial/Mechanical	15	%	13	%
Residential Trade Plumbing	14	%	16	%
HVAC	11	%	13	%
Industrial	7	%	7	%
Facilities Supply	4	%	4	%
Fire & Fabrication	3	%	3	%
Total United States	100	%	100	%

The Company does not disaggregate sales for Canada based on materiality. No sales to an individual customer accounted for more than 10% of net sales during any of the periods presented.

The Company is a value-added distributor in North America, providing a wide range of products from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. We offer a broad line of products, and items are regularly added to and removed from the Company's inventory. Accordingly, it would be impractical to provide sales information by product category due to the way the business is managed, and the dynamic nature of the inventory offered.

Note 3: Weighted average shares

The following table shows the calculation of diluted shares:

~~Three months ended~~

Three months ended

~~Nine months ended~~

April 30,

October 31,

(In millions)

~~2025~~

~~2024~~

2025

2024

Weighted average number of shares outstanding:

Basic weighted average shares

~~198.3~~

~~202.6~~

~~199~~196.62

~~203~~200.38

Effect of dilutive shares(1)

~~0.2~~

~~0.6~~

0.24

0.65

Diluted weighted average shares

~~198.5~~

~~203.2~~

~~199~~196.86

~~203~~201.93

Excluded anti-dilutive shares

~~0.1~~

—

0.21

—0.2

(1)Represents the potential dilutive impact of share-based awards.

Note 4: Income tax

As of August 1, 2024, Ferguson is a U.S. corporation. The provision for income taxes for fiscal 2025 consists of provisions for the U.S. plus non-U.S. tax rate differentials with respect to other locations in which Ferguson’s operations are based. For fiscal years prior to 2025, Ferguson’s provision for income taxes consists of provisions for the U.K. plus non-U.K. tax rate differentials with respect to other locations in which the predecessor operated. Accordingly, the consolidated income tax rate is a composite rate reflecting earnings in various locations and the applicable tax rates.

The Company’s tax provision for each period presented was calculated using an estimated annual tax rate, adjusted for discrete items occurring during the applicable period to arrive at an effective tax rate. The effective income tax rates for the relevant periods were as follows:

	~~Three months ended~~		Three months ended		~~Nine months ended~~
	April 30,				April 30,
			October 31,
	~~2025~~		~~2024~~		2025		2024
Effective tax rate	~~26.4~~	%	~~23.8~~	%	2519.59	%	24.7	%

During the three ~~and nine~~ months ended ~~April~~October 3031, 2025, there were no material changes to the Company’s unrecognized tax benefits, beyond the release of benefits following the lapse of statute of limitations, when compared to those items disclosed in the Annual Report.

Note 5: Debt

The Company’s debt obligations consisted of the following:

	As of
(In millions)	~~April~~October 3031, 2025	July 31, ~~2024~~2025
Variable-rate debt:
Receivables Facility	$~~325~~—	$~~250~~375
Term Loan	—	500
Fixed-rate debt:
Private placement notes	~~700~~300	~~850~~700
Unsecured senior notes, due April 2027 - April 2032	2,350	2,350
Unsecured senior notes, due April 2027 - October 2034	3,100	3,100
2034 Senior Notes, 5.00% due October 2034	750	—
2031 Senior Notes, 4.35% due March 2031	750	—
Subtotal	$4,~~125~~150	$34,~~950~~175
Less: current maturities of debt	~~(400)~~—	(~~150~~400)
Unamortized discounts and debt issuance costs	(2123)	(1819)
Interest rate swap - fair value adjustment	(3)	(84)
Total long-term debt	$34,~~701~~124	$3,~~774~~752

Receivables Securitization Facility

The Company maintains a Receivables Securitization Facility (the “Receivables Facility”) which is primarily governed by the Receivables Purchase Agreement, dated July 31, 2013, as amended from time to time,. ~~among~~The ~~the following parties (the “Parties”): the Company, Ferguson~~ Receivables, ~~LLC~~Facility ~~(“FRL”)~~consists ~~and certain other subsidiaries~~ of ~~the~~funding ~~Company;~~for ~~the~~up ~~conduit~~to ~~purchasers,~~$915 ~~committed~~million. ~~purchasers,~~The ~~and~~Company ~~letter~~has ofthe ~~credit~~ability ~~banks from time~~ to ~~time~~increase ~~party~~the ~~thereto;~~aggregate ~~and~~total ~~Royal~~available ~~Bank~~amount ofunder ~~Canada, as administrative agent (~~the “Receivables ~~Purchase~~Facility ~~Agreement”).~~up ~~Capitalized~~to ~~terms~~a ~~used~~total inof ~~this~~$1.5 ~~summary have the meaning set forth in the Receivables Purchase Agreement~~billion, assubject ~~amended~~to bylender ~~the~~participation. ~~Omnibus~~As ~~Amendment~~of ~~and Consent (Ferguson Receivables~~October 31, ~~LLC)~~2025, ~~dated~~no ~~April~~borrowings ~~21,~~were ~~2025,~~outstanding ~~among~~under the ~~Parties~~Receivables ~~(the “Omnibus Amendment”)~~Facility.

Pursuant to the Omnibus Amendment, the Maximum Net Investment was reduced by $185 million in connection with the termination of the TD Purchase Group’s commitment under the Receivables Facility. As a result, the Receivables Facility now consists of funding for up to $915 million, terminating on October 29, 2027. The Company has the ability to increase the aggregate total available amount under the Receivables Facility up to a total of $1.5 billion from time to time, subject to lender participation. Under the Receivables Facility, creditors of FRL have no recourse to the Company’s general credit and FRL’s assets can be used only to settle FRL’s obligations. As of April 30, 2025, $325 million in borrowings were outstanding under the Receivables Facility. The interest rate under the Receivable Facility was approximately 5.26% as of April 30, 2025.

Term Loan Agreement

The Company and Ferguson UK Holdings Limited (“FUKHL”) previously maintained a Credit Agreement, dated October 7, 2022 (as amended from time to time, the “Term Loan Agreement”), providing for term loans (the “Term Loan”) in an aggregate principal amount of $500 million. In October 2024, the Term Loan was voluntarily repaid in full using a portion of the proceeds from the issuance of the 2034 Senior Notes (as defined below) and the Term Loan Agreement was terminated in accordance with its terms.

Revolving Credit Facility

InThe ~~April 2025~~Company, ~~the~~pursuant ~~Company~~to ~~entered into~~ a revolving credit agreement ~~with JPMorgan Chase Bank, N.A., as administrative agent, FUKHL, as guarantor, and certain other lenders~~ (the “Revolving Credit Agreement”), ~~providing~~maintains ~~for~~a ~~an unsecured~~ revolving credit facility inthat anhas aggregate ~~committed~~total ~~amount~~available credit commitments of $1.5 billion ~~that matures April 2, 2030~~ (the “Revolving Facility”). The Revolving Credit Agreement provides the Company with the ability to increase ~~from time to time~~ the aggregate capacity of the facility by $500 million under certain conditions, including the receipt of additional or increased lender commitments. As of October 31, 2025, no borrowings were outstanding under the Revolving Facility.

U.S. Dollar-denominated loans bear interest at either Term SOFR Rate plus a rating-based margin or, alternatively, at Base Rate plus margin. Canadian Dollar-denominated loans bear interest at Adjusted Term CORRA Rate plus a margin. In addition, the Company will pay a commitment fee on any unused commitments. The margin as well as the commitment fee is based on the Company’s senior unsecured debt rating.

Upon entering into the Revolving Credit Agreement, the Company terminated its existing committed $1.35 billion Multicurrency Revolving Facility Agreement originally dated March 10, 2020, as amended and restated by that certain Amendment and Restatement Agreement, dated October 7, 2022.

As of April 30, 2025, no borrowings were outstanding under the Revolving Facility.

Private Placement Notes

In ~~the~~September ~~second quarter of fiscal~~ 2025, the Company repaid $~~150~~400 million related to the 3.4473% private placement notes that matured ~~in November 2024~~.

In2031 ~~September~~Senior ~~2025, $400 million of private placement notes will mature.~~Notes

~~2034~~In September 2025, the Company issued and sold $750 million aggregate principal amount of unsecured senior notes, maturing in March 2031 (the “2031 Senior Notes”). The 2031 Senior Notes bear interest at a rate of 4.35%, payable semi-annually. The obligations of the Company under the 2031 Senior Notes are fully and unconditionally guaranteed by Ferguson UK Holdings Limited, an indirect subsidiary of the Company.

OnThe ~~October~~2031 3,Senior ~~2024~~Notes may be redeemed, ~~the~~in ~~Company~~whole ~~issued~~or ~~and~~in ~~sold~~part, ~~$750 million~~(i) ~~aggregate~~at 100% of the principal amount ofon ~~unsecured~~the ~~senior~~ notes, ~~maturing~~being inredeemed ~~October~~plus ~~2034~~a “make-whole” prepayment premium at any time prior to one month before the maturity date (the “~~2034~~Notes ~~Senior~~Par ~~Notes~~Call Date”). ~~The~~or ~~2034~~(ii) ~~Senior~~after the Notes ~~bear~~Par ~~interest~~Call Date at a100% ~~rate~~of the principal amount of ~~5.00%,~~the ~~payable~~notes ~~semi-annually.~~being ~~The~~redeemed ~~obligations~~plus ofaccrued ~~the~~and ~~Company~~unpaid ~~under~~interest on the ~~2034~~principal being redeemed. The 2031 Senior Notes ~~are~~include ~~fully~~covenants, ~~and~~subject ~~unconditionally~~to ~~guaranteed~~certain ~~by FUKHL~~exceptions, anwhich ~~indirect~~include ~~subsidiary~~limitations ofon the ~~Company~~granting of liens and on mergers and acquisitions.

The 2034 Senior Notes may be redeemed, in whole or in part, (i) at 100% of the principal amount on the notes being redeemed plus a “make-whole” prepayment premium at any time prior to three months before the maturity date (the “Notes Par Call Date”) or (ii) after the Notes Par Call Date at 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest on the principal being redeemed. The 2034 Senior Notes include covenants, subject to certain exceptions, which include limitations on the granting of liens and on mergers and acquisitions.

Other

The Company was in compliance with all debt covenants that were in effect as of ~~April~~October 3031, 2025.

Note 6: Assets and liabilities at fair value

The Company has not changed its valuation techniques for measuring the fair value of any financial assets or liabilities during the periods presented. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other debt instruments, such as the Receivables Facility due to its variable interest rate, approximated their fair values as of ~~April~~October 3031, 2025 and July 31, ~~2024~~2025.

The Company’s derivatives (interest rate swaps which are considered fair value hedges) and investments in equity instruments are carried at fair value on the condensed consolidated balance sheets (Level 2 and Level 3 fair value inputs, respectively) and are not material. The notional amount of the Company’s outstanding fair value hedges was $150 million ~~and $300 million~~ as of ~~April~~October 3031, 2025 and July 31, ~~2024, respectively~~2025. ~~The notional value of fair value hedges decreased in connection with the repayment of $150 million related to the 3.44% private placement notes that matured in November 2024.~~

Carrying amounts and the related estimated fair value of the Company’s long-term debt were as follows:

April 30, 2025

July 31, 2024

October 31, 2025

July 31, 2025

(In millions)

Carrying Amount

Fair Value

Carrying Amount

Fair Value

Unsecured senior notes

$3,~~079~~827

$3,~~006~~829

$23,~~333~~081

$23,~~263~~033

Private placement notes

~~700~~300

~~698~~300

~~849~~700

~~837~~698

Note 7: Commitments and contingencies

The Company is, from time to time, involved in various legal proceedings considered to be normal course of business in relation to, among other things, the products that we supply, contractual and commercial disputes and disputes with employees. Provision is made if, on the basis of current information and professional advice, liabilities are considered probable. In the case of unfavorable outcomes, the Company may benefit from applicable insurance protection. The Company does not expect any of its pending legal proceedings to have a material adverse effect on its results of operations, financial position or cash flows.

Note 8: Accumulated other comprehensive loss

The change in accumulated other comprehensive loss was as follows:

(In millions, net of tax)	Foreign currency translation	Pensions	Total
Balance at July 31, 2024	($461)	($470)	($931)
Balance at July 31, 2025	($463)	($508)	($971)
Other comprehensive (loss) income before reclassifications	(79)	2(1)	(510)
Amounts reclassified from accumulated other comprehensive loss	—	3	3
Other comprehensive (loss) income	(79)	52	(27)
Balance at October 31, 2024	(468)	(465)	(933)
Balance at October 31, 2025	(472)	(506)	(978)
Other comprehensive loss before reclassifications	(32)	(1)	(33)
Amounts reclassified from accumulated other comprehensive loss	—	2	2
Other comprehensive (loss) income	(32)	1	(31)
Balance at January 31, 2025	(500)	(464)	(964)
Other comprehensive income before reclassifications	40	4	44
Amounts reclassified from accumulated other comprehensive loss	—	4	4
Other comprehensive income	40	8	48
Balance at April 30, 2025	($460)	($456)	($916)


(In millions, net of tax)	Foreign currency translation	Pensions	Total
Balance at July 31, 2024	($461)	($470)	($931)
Other comprehensive (loss) before reclassifications	(7)	2	(5)
Amounts reclassified from accumulated other comprehensive loss	—	3	3
Other comprehensive (loss) income	(7)	5	(2)
Balance at October 31, 2024	(468)	(465)	(933)

(In millions, net of tax)	Foreign currency translation	Pensions	Total
Balance at July 31, 2023	($429)	($459)	($888)
Other comprehensive (loss) before reclassifications	(35)	(2)	(37)
Amounts reclassified from accumulated other comprehensive loss	—	3	3
Other comprehensive (loss) income	(35)	1	(34)
Balance at October 31, 2023	(464)	(458)	(922)
Other comprehensive income before reclassifications	21	2	23
Amounts reclassified from accumulated other comprehensive loss	—	2	2
Other comprehensive income	21	4	25
Balance at January 31, 2024	(443)	(454)	(897)
Other comprehensive loss before reclassifications	(19)	(1)	(20)
Amounts reclassified from accumulated other comprehensive loss	—	3	3
Other comprehensive (loss) income	(19)	2	(17)
Balance at April 30, 2024	($462)	($452)	($914)

Amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items include the related income tax impacts. Such amounts consisted of the following:

	Three months ended		~~Nine months ended~~
	April 30,		April 30,
	October 31,
(In millions)	2025	2024	~~2025~~	~~2024~~
Amortization of actuarial losses	$54	$4	~~$12~~	~~$11~~
Tax benefit	(1)	(1)	~~(3)~~	~~(3)~~
Amounts reclassified from accumulated other comprehensive loss	$43	$3	$9	$8

Note 9: Retirement benefit obligations

The Company maintains pension plans in the U.K. and Canada. The components of net periodic pension cost, which are included in Other (expense) income, net in the condensed consolidated statements of earnings, were as follows:

	Three months ended		~~Nine months ended~~
	April 30,		April 30,
	October 31,
(In millions)	2025	2024	~~2025~~	~~2024~~
Interest cost	($1417)	($1516)	~~($45)~~	~~($45)~~
Expected return on plan assets	16	16	48	46
Amortization of net actuarial losses	(54)	(4)	~~(12)~~	~~(11)~~
Net periodic cost	($35)	($34)	~~($9)~~	~~($10)~~

The impact of exchange rate fluctuations is included in the amortization of net actuarial losses line above.

Note 10: Stockholders’ equity

The following table presents a summary of the Company’s share activity:

	Three months ended		~~Nine months ended~~
	April 30,		April 30,
	October 31,
	2025	2024	~~2025~~	~~2024~~
Ordinary shares:
Balance at beginning of period	—	232,171,182	~~232,171,182~~	~~232,171,182~~
Treasury shares canceled	—	—(30,827,929)	~~(30,827,929)~~	—
Ordinary shares canceled	—	—(201,343,253)	~~(201,343,253)~~	—
Balance at end of period	—	~~232,171,182~~—	—	~~232,171,182~~
Common stock:
Balance at beginning of period	201,343,253	—	—	—
Common stock issued	—	—201,343,253	~~201,343,253~~	—
Balance at end of period	201,343,253	—201,343,253	~~201,343,253~~	—
Treasury shares:
Balance at beginning of period	(24,~~312~~759,~~552~~053)	(2930,~~168~~827,~~420~~929)	~~(30,827,929)~~	~~(27,893,680)~~
Treasury shares canceled	—	—30,827,929	~~30,827,929~~	—
Share repurchases	(1901,~~550,783~~308)	(~~827~~1,~~205~~310,163)	~~(4,118,174)~~	~~(2,319,358)~~
Treasury shares used to settle share-based compensation awards	8212,660	1248,~~851~~690	~~263,499~~	~~219,264~~
Balance at end of period	(35,~~854~~447,~~675~~701)	(291,~~993~~061,~~774~~473)	~~(3,854,675)~~	~~(29,993,774)~~
Employee Benefit Trusts:
Total shares outstanding at end of period	195,895,552	200,281,780
Balance at beginning of period	—	—	—	(274,031)
Employee Benefit Trust shares used to settle share-based compensation awards	—	—	—	253,212
Shares sold upon termination of Employee Benefit Trust	—	—	—	20,819
Balance at end of period	—	—	—	—
Total shares outstanding at end of period	197,488,578	202,177,408	197,488,578	202,177,408

Employee Benefit Trusts

Two Employee Benefit Trusts had been previously established in connection with the Company’s discretionary share award plans and long-term incentive plans. During fiscal 2024, each of these trusts were terminated with all shares disbursed or sold.

Share Repurchases

InThe ~~March 2025, the~~ Company ~~extended the share repurchase program by an additional $1.0 billion. As such, the Company~~ is currently purchasing shares under an authorization that allows up to $5.0 billion in share repurchases. As of ~~April~~October 3031, 2025, the Company had completed $34.92 billion in share repurchases under the authorized program.

Ordinary Shares and Treasury shares

As of August 1, 2024, the Company canceled all ordinary shares in connection with its completion of the ~~Merger~~transaction to establish a new corporate structure to domicile our parent company in the United States. As a result, in the first quarter of fiscal 2025, 30,827,929 ordinary shares held in treasury were canceled, 201,343,253 of outstanding ordinary shares not held in treasury were canceled and 201,343,253 shares of common stock were issued as consideration therefor.

Note 11: Share-based compensation

The Company grants share-based compensation awards that can be broadly characterized by the underlying vesting conditions as follows:

•Time vested, restricted stock units (“RSU”) vest over time. RSU awards granted prior to fiscal 2025 cliff vest, typically at the end of three years. RSU awards granted in fiscal 2025 and beyond will vest in equal, annual installments over three years. The fair value of these awards is based on the closing share price on the date of grant.

•Single metric performance stock units (“PSU”) typically vest following three-year performance cycles. The number of shares issued will vary based upon the Company’s performance against an adjusted operating profit measure. The fair value of the award is based on the closing share price on the date of grant.

•Multiple metric performance stock units granted to certain members of management (“PSU-EX”) typically vest following three-year performance cycles. The number of shares issued will vary based upon adjusted EPS growth (diluted), return on capital employed (“ROCE”) and relative total shareholder return (“rTSR”). The fair value of awards vesting based upon EPS growth (diluted) and ROCE are equal to the closing share price on the date of grant and the fair value of rTSR awards are determined using a Monte-Carlo simulation.

~~The~~•Single ~~following~~metric ~~table~~performance ~~summarizes~~stock ~~the~~units ~~share~~(“PSU”) typically vest following three-~~based~~year ~~incentive~~performance ~~awards~~cycles. ~~activity~~The ~~for~~number of shares issued will vary based upon the ~~nine~~Company’s ~~months~~performance ~~ended~~against ~~April 30,~~an ~~2025:~~adjusted operating profit measure. The Company did not issue new PSUs in the current quarter.

	Number of shares	Weighted average grant date fair value
Outstanding as of July 31, 2024	963,130	$135.82
RSU awards granted	123,789	190.30
PSU awards granted	164,349	188.69
PSU-EX granted	51,366	167.95
Share adjustments based on performance	(205,335)	131.00
Vested	(413,453)	134.49
Forfeited	(69,049)	159.34
Outstanding as of April 30, 2025	614,797	$163.48

The following table summarizes the share-based incentive awards activity for the three months ended October 31, 2025:


	Number of shares	Weighted average grant date fair value
Outstanding as of July 31, 2025	636,239	$159.58
RSU awards granted	95,641	234.31

PSU-EX granted	34,884	282.98
Share adjustments from modification(1)	193,618	224.13
Share adjustments based on performance	84,585	199.13
Vested	(338,550)	176.54
Forfeited	(7,652)	172.21
Outstanding as of October 31, 2025	698,765	$190.20

(1)In September 2025, the Company’s Compensation Committee used discretion to adjust the payout percentage for certain performance stock awards granted in fiscal 2023 that were not probable of vesting such that they became probable of vesting. This modification resulted in $43 million of share-based compensation expense and impacted approximately 530 grantees.

The following table relates to RSU, PSU and PSU-EX awards activity:

			Nine months ended
			Three months ended
			April 30,
			October 31,
(In millions, except per share amounts)			2025
Fair value of awards vested			$8380
Weighted average grant date fair value per share granted			$~~186~~247.1432

The following table relates to all share-based compensation awards:

	Three months ended		~~Nine months ended~~
	April 30,		April 30,
	October 31,
(In millions)	2025	2024	~~2025~~	~~2024~~
Share-based compensation expense (within SG&A)	$964	$1511	~~$22~~	~~$39~~
Income tax benefit	216	43	6	10

Total unrecognized share-based compensation expense for all share-based payment plans was $8096 million at ~~April~~October 3031, 2025, which is expected to be recognized over a weighted average period of 2.1 years.

Stock Options

In October ~~2024~~2025, the Company granted 6525,~~760~~135 stock options with an exercise price equal to the closing share price of the Company's common stock on the last trading day prior to the date of grant. These options vest and become exercisable over three years, in equal, annual installments beginning one year from the date of grant, and expire 10 years from the date of grant. The fair value of the Company's stock options was estimated on the date of grant using the Black-Scholes option-pricing model. ~~Since~~As ~~the~~of ~~grant~~October ~~date~~31, 22025,~~043~~ ~~options~~the ~~have~~Company ~~been~~had ~~forfeited~~63,523 total stock options outstanding. The share-based compensation expense of ~~these~~ stock options is not material.

Note 12: Acquisitions

The Company acquired five businesses during the nine months ended April 30, 2025. Each of the acquired businesses is generally engaged in the distribution of plumbing, HVAC or infrastructure related products and was acquired to support growth. In each of the Company’s acquisitions, the Company has purchased substantially all of the acquiree's business and therefore all transactions have been accounted for as a business combination pursuant to FASB Accounting Standards Codification (ASC) 805.

The following table summarizes the preliminary purchase price allocation for the assets acquired and liabilities assumed in regard to the Company's acquisitions:

(In millions)
Cash and cash equivalents			$2
Trade and other receivables			35
Inventories			45
Property, plant and equipment			3
Right of use assets			12
Trade names and brands			7
Customer relationships			111
Other intangible assets			6
Trade and other payables			(20)
Lease liabilities			(12)
Total			189
Goodwill			74
Consideration			$263
Satisfied by:
Cash			$244
Deferred & other consideration			19
Total consideration			$263

The fair values of the net assets acquired are considered preliminary and are based on management’s best estimates. Further adjustments may be necessary in connection with acquisitions completed in a prior period when additional information becomes available about events that existed at the date of acquisition. Amendments to fair value estimates may be made to these figures during the measurement period following the date of acquisition. There were no material adjustments in the current fiscal year that related to the closing of the measurement period of acquisitions made in the prior fiscal year. As of the date of this Quarterly Report, the Company has made all known material adjustments related to acquisitions in fiscal 2025.

The fair value estimates of intangible assets are considered non-recurring, Level 3 measurements within the fair value hierarchy and are estimated as of each respective acquisition date.

The goodwill on these acquisitions is attributable to the anticipated profitability of the new markets and product ranges to which the Company has gained access and additional profitability, operating efficiencies and other synergies available in connection with existing markets. The additions to goodwill during the nine months ended April 30, 2025 that was attributed to the United States and Canada segments were $66 million and $8 million, respectively. All goodwill acquired in fiscal 2025 is expected to be deductible for tax purposes.

Deferred consideration represents the expected payout due to certain sellers of acquired businesses that is subject to either 1) a contractual settle-up period or 2) a contingency related to contractually defined performance metrics. If the deferred consideration is contingent on achieving performance metrics, the liability is estimated using assumptions regarding the expectations of an acquiree’s ability to achieve such performance metrics over a period of time that typically spans one to three years. When ultimately paid, deferred consideration is reported as a cash outflow from financing activities.

The businesses acquired during the year-to-date period of fiscal 2025 contributed $41 million to net sales. The impact to the Company’s income before income tax, including acquired intangible asset amortization, transaction costs and integration costs was not material for the nine months ended April 30, 2025. Acquisition costs are expensed as incurred and included in selling, general and administrative expenses in the Company’s consolidated statements of earnings.

The net outflow of cash related to business acquisitions is as follows:

			Nine months ended
(In millions)			April 30, 2025
Purchase consideration			$244
Cash, cash equivalents and bank overdrafts acquired			(2)
Cash consideration paid, net of cash acquired			242
Deferred and contingent consideration(1)			33
Net cash outflow in respect of the purchase of businesses			$275

(1) Included in other financing activities in the Condensed Consolidated Statements of Cash Flows.

Pro forma disclosures

If each acquisition had been completed on the first day of the prior fiscal year, the Company’s unaudited pro forma net sales would have been:

	Three months ended		Nine months ended
	April 30,		April 30,
(In millions)	2025	2024	2025	2024
Pro forma net sales	$7,656	$7,373	$22,413	$21,884

The impact on income before income tax, including additional amortization, transaction costs and integration costs would not be material in the three and nine months ended April 30, 2025 and 2024.

These unaudited pro forma results do not necessarily represent financial results that would have been achieved had the acquisition actually occurred at the beginning of the prior fiscal year.

Note 13: Restructuring expenses

The Company’s restructuring expenses are summarized below:

	Three months ended		Nine months ended
	April 30,		April 30,
(In millions)	2025	2024	2025	2024
Corporate restructuring expenses	$2	$12	$5	$20
Business restructuring expenses	68	—	68	—
Restructuring expenses	$70	$12	$73	$20

Corporate restructuring expenses

During fiscal 2024, corporate restructuring expenses primarily related to establishing a new corporate structure to domicile our ultimate parent company in the United States. During fiscal 2025, the Company recorded corporate restructuring expenses that were primarily related to transition activities following the establishment of our parent company’s domicile in the United States. The Company does not expect charges in connection with these actions, including any future charges, to be material.

Business restructuring expenses

During the third quarter of fiscal 2025, the Company implemented targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth. As a result of these actions, non-recurring business restructuring expenses of $68 million were incurred in the quarter, primarily in the United States. The charges primarily related to severance costs of $41 million, as well as $15 million of non-cash branch and facility costs, mainly related to lease impairments. The Company does not expect charges in connection with these actions, including any future charges, to be material.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to convey management’s perspective regarding the Company’s operational and financial performance for the three ~~and nine~~ months ended ~~April~~October 3031, 2025 and 2024, respectively. This MD&A should be read in conjunction with the unaudited condensed consolidated financial statements and related notes appearing in “Item 1. Financial Statements” of this Quarterly Report (the “Condensed Consolidated Financial Statements”) and the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” of the Annual Report.

The following discussion contains trend information and other forward-looking statements. Actual results could differ materially from those discussed in these forward-looking statements, as well as from our historical performance, due to various factors, including, but not limited to, those referred to in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Quarterly Report.

Overview

Ferguson is a value-added distributor serving the water and air specialized professional in the residential and non-residential North American construction market. We help make our customers’ complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. Ferguson is headquartered in Newport News, Virginia.

The following table presents highlights of the Company’s performance for the periods below:

Three months ended

~~Nine months ended~~

April 30,

October 31,

(In millions, except per share amounts)

2025

2024

~~2025~~

~~2024~~

Net sales

$78,~~621~~169

$7,~~308~~772

~~$22,265~~

~~$21,689~~

Operating profit

~~606~~771

~~625~~665

~~1,681~~

~~1,841~~

Net income

~~410~~570

~~443~~470

~~1,156~~

~~1,284~~

Earnings per share - diluted

2.0790

2.1834

~~5.78~~

~~6.30~~

Net cash provided by operating activities

430

345

~~1,367~~

~~1,507~~

Supplemental non-GAAP financial measures:(1)

Adjusted operating profit

~~715~~808

~~674~~706

~~1,870~~

~~1,967~~

Adjusted earnings per share - diluted

2.5084

2.3245

~~6.48~~

~~6.72~~

(1) The Company uses certain non-GAAP measures, which are not defined or specified under U.S. GAAP. See the section titled “Non-GAAP Reconciliations and Supplementary Information.”

For the ~~third~~three ~~quarter~~months ofended ~~fiscal~~October 31, 2025, net sales increased by 45.31% compared towith the ~~third~~first quarter of fiscal ~~2024~~2025, primarily due to ~~higher~~price ~~sales~~inflation, ~~volume and~~ incremental ~~revenue~~sales from acquisitions and higher sales volume, partially offset by the impact of ~~one~~foreign ~~less~~exchange ~~sales~~rates ~~day. Pricing was broadly flat in the quarter. While we have seen instances of pull-forward buying activity from customers, such behavior is difficult to quantify~~ and wean doimmaterial ~~not~~divestment ~~believe it had a material impact on our performance~~ in ~~the third quarter~~Canada.

For the ~~third~~current quarter ~~of fiscal 2025~~, operating profit ~~decreased~~increased by 315.09% (adjusted operating profit increased 614.14%), compared with the ~~third~~first quarter of fiscal ~~2024~~2025. ~~This~~The ~~decrease was primarily due to the $70 million in non~~year-~~recurring~~over-year ~~restructuring~~change ~~expenses, which~~ was ~~partially~~driven ~~offset~~ by higher ~~gross~~sales ~~profit~~and ~~compared with~~ the ~~third~~associated ~~quarter~~gross ~~of fiscal 2024. Adjusted operating~~ profit, ~~increased~~partially ~~due~~offset toby higher ~~gross~~variable ~~profit compared with the third quarter of 2024~~costs.

For the ~~third~~current quarter ~~of fiscal 2025~~, diluted earnings per share was $2.0790 (adjusted diluted earnings per share: $2.5084), ~~decreasing~~increasing 523.09% (15.9% on an adjusted basis) compared with the ~~third~~first quarter of fiscal ~~2024~~2025 due to ~~lower~~higher net income, ~~partially offset by the impact of share repurchases. Adjusted diluted earnings per share increased 7.8%, driven by higher adjusted operating profit~~ and the impact of share repurchases.

20Net cash provided by operating activities increased to $430 million in the current quarter compared with $345 million in the first quarter of fiscal 2025, primarily reflecting higher net income after adjusting for non-cash items.

Net cash provided by operating activities decreased to $1.4 billion in the year-to-date period of fiscal 2025 compared with $1.5 billion in the same period of fiscal 2024, reflecting an increase in working capital to support volume growth period-over-period, along with lower net income after adjusting for non-cash items.18

Results of Operations

	Three months ended		~~Nine months ended~~
	April 30,		April 30,
	October 31,
(In millions)	2025	2024	~~2025~~	~~2024~~
Net sales	$78,~~621~~169	$7,~~308~~772	~~$22,265~~	~~$21,689~~
Cost of sales	(5,~~262~~663)	(5,~~076~~432)	~~(15,524)~~	~~(15,097)~~
Gross profit	2,~~359~~506	2,~~232~~340	~~6,741~~	~~6,592~~
Selling, general and administrative expenses	(1,~~589~~641)	(1,~~510~~585)	~~(4,711)~~	~~(4,483)~~
Restructuring expenses	(70)	(12)	(73)	(20)
Depreciation and amortization	(94)	(90)
Depreciation and amortization	(94)	(85)	(276)	(248)
Operating profit	771	665
Operating profit	606	625	1,681	1,841
Interest expense, net	(46)	(46)
Interest expense, net	(46)	(43)	(140)	(132)
Other (expense) income, net	(13)	5
Other (expense) income, net	(3)	(1)	10	(4)
Income before income taxes	712	624
Income before income taxes	557	581	1,551	1,705
Provision for income taxes	(142)	(154)
Provision for income taxes	(147)	(138)	(395)	(421)
Net income	$570	$470
Net income	$410	$443	$1,156	$1,284

Net sales

~~Net~~For ~~sales~~the ~~were~~three ~~$7.6~~months ~~billion~~ended inOctober ~~the~~31, ~~third~~2025, ~~quarter~~net ofsales ~~fiscal~~were ~~2025~~$8.2 billion, an increase of $0.34 billion, or 45.31%, compared with the ~~same~~first ~~period~~quarter inof fiscal ~~2024~~2025. The increase in net sales was primarily driven by ~~higher~~price ~~sales~~inflation ~~volume~~of ~~and~~approximately 3%, incremental sales from acquisitions of 1.0% and higher sales volume, partially offset by ~~the 1~~0.51% ~~impact~~from ~~of one less sales day. Pricing was broadly flat in~~ the ~~quarter~~combined ~~due~~impacts toof ~~improvements~~foreign inexchange ~~finished~~rates ~~goods~~and ~~pricing~~an ~~offset~~immaterial bydivestment ~~deflation~~ in ~~certain commodity categories in the United States~~Canada. The Company’s increase in net sales was driven by growth in non-residential markets, ~~as well as residential markets,~~ in its United States segment.

Net sales were $22.3 billion in the year-to-date period of fiscal 2025, an increase of $0.6 billion, or 2.7%, compared with the same period in fiscal 2024. The factors impacting the year-to-date comparison were largely the same as those noted above for the quarter, except price deflation was approximately 1%.

For further discussion on the Company’s net sales, see the “Segment results” section below.

Gross profit

Gross profit in the ~~third~~current quarter ~~of fiscal 2025~~ increased $~~127~~166 million, or 5.7.1%, compared with the ~~same~~first ~~period~~quarter inof fiscal ~~2024~~2025, primarily reflecting increased net sales. Gross profit as a percentage of sales was 3130.07% ~~and~~in the current quarter compared with 30.51% in the ~~third~~first ~~quarters~~quarter of fiscal 2025 ~~and fiscal 2024, respectively~~. The increase of 0.56% primarily reflected ~~improved pricing driven by~~ specific management actions to better capture the value provided to customers~~, as well as moderating deflation in the year-over-year comparison~~.

Gross profit in the year-to-date period of fiscal 2025 increased $149 million, or 2.3%, compared with the same period in fiscal 2024. Gross profit as a percentage of sales was 30.3% and 30.4% in the year-to-date periods of fiscal 2025 and fiscal 2024, respectively. The decrease of 0.1% reflected the impact of price deflation, primarily during the first half of the year, and sales mix, partially offset by management actions to improve pricing during the third quarter of fiscal 2025.

Selling, general and administrative (“SG&A”) expenses

SG&A expenses in the ~~third~~current quarter ~~of fiscal 2025~~ increased $7956 million, or 53.25%, compared with the ~~same~~first ~~period~~quarter inof fiscal ~~2024~~2025. SG&A as a percentage of sales was 20.91% ~~and~~in the current quarter compared with 20.74% in the ~~third~~first ~~quarters~~quarter of fiscal 2025 ~~and fiscal 2024, respectively~~. The ~~increase~~decrease in SG&A as a percent of sales primarily reflects ~~the~~operating ~~impact~~leverage of the Company’s cost ~~inflation~~base, ~~mainly~~partially onoffset ~~labor,~~by ~~infrastructure~~the ~~and~~impact ~~fleet.~~of performance driven variable incentive costs.

SG&A expenses in the year-to-date period of fiscal 2025 increased $228 million, or 5.1%, compared with the same period in fiscal 2024. SG&A as a percentage of sales was 21.2% and 20.7% in the year-to-date period of fiscal 2025 and fiscal 2024, respectively. The factors impacting the year-to-date comparisons were largely the same as those noted above for the quarter.

Restructuring expenses

Corporate restructuring expenses

Corporate restructuring expenses were $2 million and $12 million in the third quarter of fiscal 2025 and 2024, respectively. Such costs were $5 million and $20 million in the year-to-date periods of fiscal 2025 and 2024, respectively. During fiscal 2024, these expenses primarily related to establishing a new corporate structure to domicile our ultimate parent company in the United States. During fiscal 2025, these expenses were primarily related to transition activities following the establishment of our parent company’s domicile in the United States.

Business restructuring expenses

Income tax

Income tax expense was $~~147~~142 million ~~for~~in the ~~third~~current quarter ~~of fiscal 2025~~, ana ~~increase~~decrease of $912 million, or 67.58%, compared towith the ~~same~~first ~~period~~quarter inof fiscal ~~2024~~2025. ~~This~~The ~~increase~~Company’s effective tax rate was 19.9% in the current quarter compared with 24.7% for the first quarter of 2025. These decreases were mainly related to the ~~impact~~release of uncertain tax positions due to the ~~discrete~~lapsing of the statute of limitations offset by the tax ~~benefit~~impact ~~recorded~~of increased income before income taxes in the current fiscal ~~2024~~period.

In the year-to-date period of fiscal 2025, income tax expense was $395 million, a decrease of $26 million, or 6.2%, compared to the same period in fiscal 2024. This decrease was due to lower income before income taxes in fiscal 2025, partially offset by the impact of the discrete tax benefit recorded in fiscal 2024.

The Company’s effective tax rates were 26.4% and 23.8% for the third quarters of fiscal 2025 and 2024, respectively. The Company’s effective tax rates were 25.5% and 24.7% for the year-to-date periods of fiscal 2025 and 2024, respectively. For each of the year-over-year comparisons, the increases were primarily driven by the release of uncertain tax positions in fiscal 2024 due to the lapsing of statute limitations, as well as the impact of other discrete tax items.

Net interest expense

Net interest expense was $46 million in the third quarter of fiscal 2025 compared with $43 million in the same period in fiscal 2024. In the year-to-date periods, net interest expense was $140 million in fiscal 2025 compared with $132 million in fiscal 2024. The increase in interest expense was due to higher average borrowings over the respective periods compared with the prior year.

Net income

Net income ~~for the third quarter and year-to-date periods of fiscal 2025~~ was $~~410~~570 million ~~and $1,156 million, respectively. These represented decreases~~ in ~~net~~the ~~income~~current ~~of $33 million~~quarter, oran ~~7.4%,~~increase ~~and~~of $~~128~~100 million, or 1021.03%, compared with the ~~respective~~first ~~periods~~quarter inof fiscal ~~2024~~2025 due to the various elements described in the sections above.

2219

Segment results

United States

Three months ended

~~Nine months ended~~

April 30,

October 31,

(In millions)

2025

2024

~~2025~~

~~2024~~

Net sales

$7,~~288~~757

$67,~~974~~369

~~$21,210~~

~~$20,667~~

Adjusted operating profit

~~726~~806

~~685~~697

~~1,878~~

~~1,976~~

Net sales for the United States segment were $7.38 billion in the ~~third~~current quarter ~~of fiscal 2025~~, an increase of $~~314~~388 million, or 4.5.3%, compared towith the ~~same~~first ~~period~~quarter inof fiscal ~~2024~~2025. The increase in net sales was ~~primarily~~due ~~driven~~to byprice ~~higher~~inflation ~~sales~~of ~~volume~~approximately ~~and~~3%, incremental sales from acquisitions of 1.0~~%, partially offset by the 1~~.59% ~~impact~~and ofhigher ~~one less~~ sales ~~day~~volume. ~~Pricing~~Net ~~was~~sales ~~broadly flat~~ in ~~the~~non-residential ~~quarter~~markets, ~~due~~representing toapproximately ~~improvements~~half inof ~~finished~~revenue ~~goods pricing offset by deflation~~ in ~~certain~~the ~~commodity~~United ~~categories.~~States, ~~Net sales in non-residential markets~~ increased approximately 712% ~~due~~compared towith ~~growth~~the infirst ~~each~~quarter of ~~Commercial,~~fiscal ~~Civil/Infrastructure~~2025. ~~and~~This ~~Industrial~~increase ~~sales~~was ~~compared~~driven ~~with~~by ~~the~~waterworks ~~same~~and ~~period~~commercial/mechanical, inincluding ~~fiscal~~large ~~2024~~capital project activity. Net sales in residential markets ~~increased~~decreased approximately 21% compared with the ~~same~~first ~~period~~quarter inof fiscal ~~2024~~2025 ~~with~~in ~~growth~~light ~~across~~of ~~both~~weak ~~new~~housing ~~construction~~starts and ~~repairs~~permit activity, along with soft repair, maintenance and improvement (“RMI”) work.

~~Net~~Adjusted ~~sales~~operating ~~were~~profit ~~$21.2~~for ~~billion~~the inUnited ~~the~~States ~~year-to-date~~segment ~~period~~was of$806 ~~fiscal~~million ~~2025~~in the current quarter, an increase of $~~0.5~~109 ~~billion~~million, or 215.6%, compared with the ~~same~~first ~~period~~quarter inof fiscal ~~2024.~~2025, ~~The~~primarily ~~factors~~reflecting ~~impacting~~higher ~~the~~sales ~~year-to-date~~and ~~comparison were largely~~ the ~~same~~associated asgross ~~those noted above for the quarter~~profit, ~~except~~partially ~~price~~offset ~~deflation~~by ~~was~~higher ~~approximately~~operating 2%costs.

Adjusted operating profit for the United States segment was $726 million in the third quarter of fiscal 2025, an increase of $41 million, or 6.0%, compared to the same period in fiscal 2024, primarily reflecting higher gross profit.

Adjusted operating profit for the United States segment was $1.9 billion in the year-to-date period of fiscal 2025, a decrease of $0.1 billion, or 5.0%, compared to the same period in fiscal 2024, primarily reflecting the impact of higher operating costs driven by sales volume growth and cost inflation.

Canada

Three months ended

~~Nine months ended~~

April 30,

October 31,

(In millions)

2025

2024

~~2025~~

~~2024~~

Net sales

$~~333~~412

$~~334~~403

~~$1,055~~

~~$1,022~~

Adjusted operating profit

816

623

Net sales for the Canada segment were $~~333~~412 million in the ~~third~~current quarter ~~of fiscal 2025~~, aan ~~decrease~~increase of $19 million, or 02.32%, compared towith the ~~same~~first ~~period~~quarter inof fiscal ~~2024~~2025. This ~~decrease~~increase in net sales was primarily driven by ~~impact~~incremental ofsales ~~foreign~~from ~~currency~~acquisitions ~~exchange rates~~ of 4.46%, ~~along~~and ~~with~~price ~~the~~inflation ~~1.7% impact~~ of ~~one~~approximately ~~less sales day~~4%. These ~~decreases~~increases were partially offset by ~~incremental~~lower ~~sales~~volume, ~~from~~the ~~acquisitions~~impact of 2foreign currency exchange rates of 1.86%, ~~price~~and ~~inflation~~the impact of ~~approximately~~a 2%non-core ~~and~~business ~~higher~~divestment ~~sales~~of ~~volume~~1.5%.

~~Net~~Adjusted ~~sales~~operating ~~were~~profit ~~$1,055~~for ~~million in~~ the ~~year-to-date~~Canada ~~period~~segment ofdecreased ~~fiscal~~by ~~2025, an increase of~~ $337 million, ~~or 3.2%,~~ compared with the ~~same~~first ~~period~~quarter inof fiscal ~~2024.~~2025 ~~The~~due ~~increase~~to ~~was~~higher ~~primarily~~operating ~~driven by incremental sales from acquisitions of 4.7%~~costs, ~~price inflation of approximately 2% and higher sales volume. These increases were~~ partially offset by ~~the~~higher ~~impact~~gross ~~of foreign currency exchange rates of 3~~profit.~~2%, along with the 0.7% impact of one less sales day.~~

Adjusted operating profit for the Canada segment in the third quarter and year-to-date periods of fiscal 2025 increased by $2 million and $4 million compared with the respective periods in fiscal 2024 due to profitable acquisitions.20

Non-GAAP Reconciliations and Supplementary Information

The Company reports its financial results in accordance with U.S. GAAP. However, the Company believes certain non-GAAP financial measures provide users of the Company’s financial information with additional meaningful information to assist in understanding financial results and assessing the Company’s performance from period to period. These non-GAAP financial measures include adjusted operating profit, adjusted net income and adjusted earnings per share (“adjusted EPS”) - diluted. Management believes these measures are important indicators of operations because they exclude items that may not be indicative of our core operating results and provide a better baseline for analyzing trends in our underlying businesses, and they are consistent with how business performance is planned, reported and assessed internally by management and the Company’s Board of Directors. Such non-GAAP adjustments include amortization of acquired intangible assets, discrete tax items, and any other items that are non-recurring. Non-recurring items may include various restructuring charges, gains or losses on the disposals of businesses which by their nature do not reflect primary operations, as well as certain other items deemed non-recurring in nature and/or that are not a result of the Company’s primary operations. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These non-GAAP financial measures should not be considered in isolation or as a substitute for results reported under U.S. GAAP. These non-GAAP financial measures reflect an additional way of viewing aspects of operations that, when viewed with U.S. GAAP results, provide a more complete understanding of the business. The Company strongly encourages investors and shareholders to review the Company’s financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Reconciliation of net income to adjusted operating profit

The following table reconciles net income (U.S. GAAP) to adjusted operating profit (non-GAAP):

	Three months ended		~~Nine months ended~~
	April 30,		April 30,
	October 31,
(In millions)	2025	2024	~~2025~~	~~2024~~
Net income	$~~410~~570	$~~443~~470	~~$1,156~~	~~$1,284~~
Provision for income taxes	~~147~~142	~~138~~154	~~395~~	~~421~~
Interest expense, net	46	4346	~~140~~	~~132~~
Other (income) expense, net	313	1(5)	~~(10)~~	4
Operating profit	~~606~~771	~~625~~665	~~1,681~~	~~1,841~~
Corporate restructuring expenses(1)	2	123	5	20
Business restructuring expenses(2)	68	—	68	—
Amortization of acquired intangibles	35	38
Amortization of acquired intangibles	39	37	116	106
Adjusted operating profit	$808	$706
Adjusted operating profit	$715	$674	$1,870	$1,967

(1)For the three ~~and nine~~ months ended ~~April~~October 3031, 2025 and 2024, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States. For the three and nine months ended April 30, 2024, corporate restructuring expenses related to incremental costs in connection with establishing a new corporate structure to domicile our ultimate parent company in the United States.

(2)For the three and nine months ended April 30, 2025, business restructuring expenses related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth.21

Reconciliation of net income to adjusted net income and adjusted EPS - diluted

The following table reconciles net income (U.S. GAAP) to adjusted net income and adjusted EPS - diluted (non-GAAP):

	Three months ended
	April 30,
	October 31,
(In millions, except per share amounts)	2025		2024
		per share(1)		per share(1)
Net income	$~~410~~570	$2.0790	$~~443~~470	$2.1834
Corporate restructuring expenses(2)	2	0.01	123	0.0601
Business restructuring expenses(3)	68	0.34	—	—
Amortization of acquired intangibles	35	0.18	38	0.19
Amortization of acquired intangibles	39	0.20	37	0.18
Discrete tax adjustments(3)	(39)	(0.20)	(7)	(0.04)
Discrete tax adjustments(4)	5	0.02	(11)	(0.06)
Tax impact on non-GAAP adjustments(4)	(9)	(0.05)	(10)	(0.05)
Tax impact on non-GAAP adjustments(5)	(28)	(0.14)	(9)	(0.04)
Adjusted net income	$559	$2.84	$494	$2.45
Adjusted net income	$496	$2.50	$472	$2.32
Diluted weighted average shares outstanding	196.6		201.3
Diluted weighted average shares outstanding	198.5		203.2

	Nine months ended
	April 30,
(In millions, except per share amounts)	2025		2024
		per share(1)		per share(1)
Net income	$1,156	$5.78	$1,284	$6.30
Corporate restructuring expenses(2)	5	0.04	20	0.10
Business restructuring expenses(3)	68	0.34	—	—
Amortization of acquired intangibles	116	0.58	106	0.52
Discrete tax adjustments(4)	(3)	(0.02)	(13)	(0.07)
Tax impact on non-GAAP adjustments(5)	(48)	(0.24)	(27)	(0.13)
Adjusted net income	$1,294	$6.48	$1,370	$6.72
Diluted weighted average shares outstanding	199.8		203.9

(1)Per share on a dilutive basis.

(2)For the three ~~and nine~~ months ended ~~April~~October 3031, 2025 and 2024, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States. For the three and nine months ended April 30, 2024, corporate restructuring expenses related to incremental costs in connection with establishing a new corporate structure to domicile our ultimate parent company in the United States.

(3)For the three ~~and nine~~ months ended ~~April~~October 3031, 2025, ~~business~~discrete ~~restructuring~~tax ~~expenses~~adjustments mainly related to the ~~Company’s~~release ~~implementation~~of uncertain tax positions following the lapse of ~~targeted~~statute ~~actions~~of tolimitations ~~streamline~~and ~~operations~~tax treatment of certain compensation items that are not material. For the three months ended October 31, ~~enhancing~~2024, ~~speed~~discrete ~~and~~tax ~~efficiency~~adjustments mainly related to ~~better~~the ~~serve~~tax ~~customers~~treatment ~~and~~of ~~drive~~certain ~~further~~compensation ~~profitable~~items ~~growth~~that are not material.

(4)For the three ~~and nine~~ months ended ~~April~~October 3031, 2025, ~~discrete tax adjustments mainly related to the tax treatment of certain compensation items that are not material. For the three~~ and ~~nine months ended April 30,~~ 2024, ~~discrete~~the tax ~~adjustments~~impact ~~related~~on tonon-GAAP ~~the~~adjustments ~~release~~primarily ofrelated ~~uncertain tax positions due~~ to the ~~lapsing~~amortization of ~~statute~~acquired ~~of limitations, as well as the tax treatment of certain compensation items that were not individually significant~~intangibles.

(5)For the three and nine months ended April 30, 2025, the tax impact on non-GAAP adjustments related to the restructuring expenses and the amortization of acquired intangibles. For the three and nine months ended April 30, 2024, the tax impact on non-GAAP adjustments related to the amortization of acquired intangibles.

Liquidity and Capital Resources

The Company believes its current cash position coupled with cash flow anticipated to be generated from operations and access to capital should be sufficient to meet its operating cash requirements for the next 12 months and will also enable the Company to invest and fund acquisitions, capital expenditures, dividend payments, share repurchases, required debt payments and other contractual obligations through the next several fiscal years. The Company also anticipates that it has the ability to obtain alternative sources of financing, if necessary.

The Company’s material cash requirements include contractual and other obligations arising in the normal course of business. These obligations primarily include debt service and related interest payments, operating lease obligations, required pension obligations and other purchase obligations. The nature and composition of such existing cash requirements have not materially changed from those disclosed in the Annual Report other than items updated in this Quarterly Report.

Cash flows

As of ~~April~~October 3031, 2025 and July 31, ~~2024~~2025, the Company had cash and cash equivalents of $~~519~~526 million and $~~571~~674 million, respectively. In addition to cash, the Company had $2.14 billion of available liquidity from undrawn debt facilities as of ~~April~~October 3031, 2025.

As of ~~April~~October 3031, 2025, the Company’s total debt was $4.1 billion. The Company anticipates that it will be able to meet its debt obligations as they become due.

Cash flows from operating activities

	Nine months ended
	Three months ended
	April 30,
	October 31,
(In millions)	2025	2024
Net cash provided by operating activities	$~~1,367~~430	$~~1,507~~345

Net cash provided by operating activities was $~~1,367~~430 million and $~~1,507~~345 million for the ~~year-to-date~~three ~~periods~~months ofended ~~fiscal~~October 31, 2025 and 2024, respectively. The $~~140~~85 million ~~decrease~~increase was mainly due to ~~lower~~higher net income (adjusted for non-cash items), aspartially ~~well~~offset asby ~~changes~~the net increase in working capital compared with the prior year. The increase in working capital was primarily driven by ~~receivables~~a decrease in ~~light~~payables due to the timing of ~~sales~~vendor ~~growth~~payments ~~and~~compared anwith ~~increase~~the inprior ~~inventory~~year, inpartially ~~connection~~offset ~~with~~by ~~sales~~lower ~~volume~~inventory ~~growth~~purchases ~~and~~in ~~consideration~~order ofto appropriately manage customer demand, ~~partially~~along ~~offset~~with bylower receivables due to the timing of ~~vendor~~collections ~~payments compared with the prior~~ year-over-year.

Cash flows from investing activities

	Nine months ended
	Three months ended
	April 30,
	October 31,
(In millions)	2025	2024
Net cash used in investing activities	($~~464~~132)	($~~418~~99)

~~Net~~Capital ~~cash~~expenditures ~~used~~totaled in$118 ~~investing~~million ~~activities~~and ~~was~~$77 million for the three months ended October 31, 2025 and 2024, respectively. These investments were primarily for strategic projects to support future growth, such as new market distribution centers, our branch network and new technology. In addition, the Company invested $~~464~~21 million and $~~418~~22 million in new acquisitions for the ~~year-to-date~~three ~~periods~~months ofended ~~fiscal~~October 31, 2025 and 2024, respectively.

Capital expenditures totaled $235 million and $263 million for the year-to-date periods of fiscal 2025 and 2024, respectively. These investments were primarily for strategic projects to support future growth, such as new market distribution centers, our branch network and new technology. In addition, the Company invested $242 million and $185 million in new acquisitions in the year-to-date period of fiscal 2025 and fiscal 2024, respectively.

Cash flows from financing activities

	Nine months ended
	Three months ended
	April 30,
	October 31,
(In millions)	2025	2024
Net cash used in financing activities	($~~975~~448)	($~~995~~214)

~~Net~~Dividends ~~cash~~paid ~~used~~to shareholders were $164 million for the three months ended October 31, 2025. The Company generally pays dividends in ~~financing~~the ~~activities~~fiscal quarter following the fiscal quarter in which the dividend was ~~$975~~declared. ~~million~~However, ~~and~~the ~~$995~~dividends ~~million~~declared ~~for~~in the ~~year-to-date~~fourth ~~periods~~quarter of fiscal ~~2025~~2024 ~~and~~were also paid in the fourth quarter of fiscal 2024, ~~respectively~~in connection with the transaction to establish a new corporate structure to domicile our parent company in the United States. As such, no dividends were paid in the first quarter of fiscal 2025.

~~Dividends~~Share ~~paid~~repurchases tounder ~~shareholders~~the Company’s announced share repurchase program were $~~324~~208 million and $~~465~~256 million for the ~~year-to-date~~three ~~periods~~months ofended ~~fiscal~~October 31, 2025 and 2024, respectively. The Company generally pays dividends in the fiscal quarter following the fiscal quarter in which the dividend was declared. However, the dividends declared in the fourth quarter of fiscal 2024 were also paid in the fourth quarter of fiscal 2024 due to the Merger. As such, no dividends were paid in the first quarter of fiscal 2025.

~~Share~~Net ~~repurchases~~payments ~~under~~from debt transactions were $28 million compared with net proceeds of $71 million for the three months ended October 31, 2025 and 2024, respectively. In the current quarter, the Company’s ~~announced~~received ~~share~~$747 ~~repurchase~~million ~~program~~from the issuance of the 2031 Senior Notes (as defined below). These proceeds were partially offset by debt repayments of $~~759~~400 million in connection with the maturity of certain Private Placement Notes and net repayments of $~~421~~375 million ~~for~~under the ~~year-to-date~~Company’s ~~periods~~Receivables Facility (each, as defined below). In the first quarter of fiscal 2025, ~~and~~the ~~fiscal~~Company ~~2024~~received $746 million in net proceeds from the issuance of 2034 Senior Notes, ~~respectively~~partially offset by the repayment of the Company’s $500 million Term Loans and $175 million in net repayments under the Receivables Facility.

Net proceeds from debt transactions were $171 million compared with net payments of $105 million for the year-to-date periods of fiscal 2025 and 2024, respectively. In the year-to-date period of fiscal 2025, the Company received net proceeds of $746 million and $75 million from the issuance of the 2034 Senior Notes and net borrowings under the Receivables Facility (each, as defined below), respectively. These proceeds were partially offset by debt repayments of $500 million and $150 million in connection with the Company’s Term Loans and the maturity of certain Private Placement Notes (each, as defined below), respectively. In the year-to-date period of fiscal 2024, the Company repaid $55 million in connection with the maturity of certain Private Placement Notes and $50 million under the Receivables Facility.23

Debt facilities

The following section summarizes certain material provisions of our long-term debt facilities and current obligations. The following description is only a summary, does not purport to be complete and is qualified in its entirety by reference to the documents governing such indebtedness.

	As of
(In millions)	~~April~~October 3031, 2025	July 31, ~~2024~~2025
Short-term debt	$~~400~~—	$~~150~~400
Long-term debt	34,~~701~~124	3,~~774~~752
Total debt	$4,~~101~~124	$34,~~924~~152

Private Placement Notes

In June 2015 and November 2017, Wolseley Capital, Inc., a wholly-owned subsidiary of the Company, privately placed fixed rate notes (the “Private Placement Notes”). As of ~~April~~October 3031, 2025, $~~700~~300 million in Private Placement Notes remain outstanding.

In ~~the~~September ~~second quarter of fiscal year~~ 2025, the Company repaid $~~150~~400 million ofrelated ~~Private~~to ~~Placement~~the ~~Notes that matured~~3.73% Inprivate ~~September~~placement ~~2025, an additional $400 million of such~~ notes ~~will~~that ~~mature~~matured.

Unsecured Senior Notes

~~Ferguson~~The ~~Finance plc, a wholly-owned subsidiary of the~~ Company, has issued $23.359 billion in various issuances of unsecured senior notes (collectively, the “Unsecured Senior Notes”), including the September 2025 issuance of $750 million aggregate principal amount of unsecured senior notes due March 2031 (the “2031 Senior Notes”).

In October 2024, Ferguson Enterprises Inc. issued $750 million aggregate principal amount of unsecured senior notes due October 2034 (the “2034 Senior Notes”). See Note 5, Debt to the Condensed Consolidated Financial Statements for further discussion of the 2034 Senior Notes.

The Unsecured Senior Notes and 2034 Senior Notes (together, the “Senior Notes”) are fully and unconditionally guaranteed on a direct, unsubordinated and unsecured senior basis and generally carry the same terms and conditions with interest paid semi-annually. The Senior Notes may be redeemed, in whole or in part, (i) at 100% of the principal amount on the notes being redeemed plus a “make-whole” prepayment premium at any time prior to three months before the Senior Notes respective maturity date (the “Notes Par Call Date”) or (ii) after the Notes Par Call Date at 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest on the principal being redeemed. The Senior Notes include covenants, subject to certain exceptions, which include limitations on the granting of liens and on mergers and acquisitions.

Term Loan

The Company and Ferguson UK Holdings Limited previously maintained a Credit Agreement, dated October 7, 2022 (as amended from time to time, the “Term Loan Agreement”), providing for term loans (the “Term Loan”) in an aggregate principal amount of $500 million. In October 2024, the Term Loan was voluntarily repaid in full using a portion of the proceeds from the issuance of the 2034 Senior Notes and the Term Loan Agreement was terminated in accordance with its terms.

Revolving Credit Facility

In April 2025, the Company entered into a revolving credit agreement (the “Revolving Credit Agreement”), replacing its existing $1.35 billion Multicurrency Revolving Facility. The Revolving Credit Agreement provides for an unsecured revolving credit facility in an aggregate committed amount of $1.5 billion (the “Revolving Facility”). The Revolving Credit Agreement provides the Company with the ability to increase from time to time the aggregate capacity of the facility by $500 million under certain conditions, including the receipt of additional or increased lender commitments. See Note 5, Debt to the Condensed Consolidated Financial Statements for further detail on the Revolving Facility. As of April 30, 2025, no borrowings were outstanding under the Revolving Facility.

Receivables Securitization Facility

The Company maintains a Receivables Securitization Facility with an aggregate total available amount of $915 million (the “Receivables Facility”). The Company has the ability to increase the aggregate total available amount under the Receivables Facility up to a total of $1.5 billion from time to time, subject to lender participation. ~~See~~As ~~Note~~of 5October 31, ~~Debt~~2025, tono ~~the~~borrowings ~~Condensed~~were ~~Consolidated~~outstanding ~~Financial~~under ~~Statements for further details on~~ the Receivables Facility.

AsRevolving ofCredit ~~April 30, 2025, $325 million in borrowings were outstanding under the Receivables~~ Facility.

The Company, pursuant to a revolving credit agreement (the “Revolving Credit Agreement”), maintains a revolving credit facility that has aggregate total available credit commitments of $1.5 billion (the “Revolving Facility”). The Revolving Credit Agreement provides the Company with the ability to increase from time to time the aggregate capacity of the facility by $500 million under certain conditions, including the receipt of additional or increased lender commitments. As of October 31, 2025, no borrowings were outstanding under the Revolving Facility.

Other

The Company was in compliance with all debt covenants that were in effect as of ~~April~~October 3031, 2025.

See Note 5, Debt to the Condensed Consolidated Financial Statements and the notes to the consolidated financial statements in “Item 8. Financial Statements and Supplementary Data” of the Annual Report for further details regarding the Company’s debt.

There have been no significant changes to the Company’s policies on accounting for, valuing or managing the risk of financial instruments during the ~~third~~three ~~quarter~~months ofended ~~fiscal~~October 31, 2025.

Guarantor Disclosures

~~On October 3, 2024,~~ Ferguson Enterprises Inc. (the “Issuer”) ~~issued~~is ~~and~~the ~~sold~~issuer ~~$750~~of ~~million~~the ~~aggregate~~2031 ~~principal~~Senior ~~amount~~Notes ofand ~~2034~~5.000% Senior Notes due 2034. The obligations under ~~the~~both ~~2034~~series ~~Senior~~of ~~Notes~~senior notes are unsecured and are fully and unconditionally guaranteed on an unsecured basis by Ferguson UK Holdings Limited (the “Guarantor” and together with the Issuer, the “Obligor Group”).

The Issuer is a holding company that primarily repurchases shares and pays dividends, issues and services third-party debt obligations, and engages in certain corporate and headquarters activities, as well as holds an investment in its direct subsidiary, that primarily holds investments in and borrows from the Guarantor. The Guarantor is a holding company that primarily issues and services third-party debt obligations and holds investments in, borrows from and lends to non-guarantor subsidiary operating companies. These activities are generally funded by non-guarantor subsidiaries. The Guarantor is a private limited company incorporated under the laws of England and Wales and an indirect subsidiary of the Issuer.

Summarized Financial Information of Obligor Group

The following tables present the summarized financial information specified in Rule 1-02(bb)(1) of Regulation S-X for the Obligor Group on a combined basis, after elimination of intercompany transactions and balances between the Obligor Group, and excluding the investments in and equity in the earnings of any non-guarantor subsidiaries. The summarized financial information has been prepared in accordance with Rule 13-01 of Regulation S-X. The summarized financial information should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included herein and the audited consolidated financial statements and notes thereto included in the Annual Report.

As of

(In millions)

~~April~~October 3031, 2025

July 31, ~~2024~~2025

Current assets

$3135

$69284

Non-current assets

~~102~~83

5925

Current liabilities

~~196~~197

23201

Non-current liabilities

~~757~~1,485

~~500~~740

Due from non-guarantor subsidiaries

~~9,741~~158

59,~~474~~283

Nine months ended

Three months ended

April 30,

October 31,

(In millions)

2025

Net sales

$—

Gross profit

—

Operating loss

(1013)

Net loss

(9731)

Other interest income, net from non-guarantor subsidiaries

~~484~~156

Other income, net from non-guarantor subsidiaries(1)

$4,383

(1)Includes income from intercompany transactions with non-guarantor subsidiaries, primarily from non-cash dividend transactions.

Critical accounting policies and estimates

There have been no material changes to our critical accounting policies as disclosed in the Annual Report.

2925

Item 3.Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the quantitative and qualitative disclosures about market risk disclosed in the Annual Report.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has carried out an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of ~~April~~October 3031, 2025. The term “disclosure controls and procedures” means controls and other procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well conceived and operated, can only provide reasonable assurance that the objectives of the disclosure controls and procedures are met.

Based on their evaluation as of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~April~~October 3031, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3026

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to such lawsuits, claims and proceedings, the Company records reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not expect any of its pending legal proceedings to have a material adverse effect on its results of operations, financial position or cash flows. The Company maintains liability insurance for certain risks that are subject to certain self-insurance limits.

Item 1A.Risk Factors

As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Issuer purchases of equity shares

The following table presents the number and average price of shares purchased in each month of the ~~third~~current quarter ~~of fiscal 2025~~:

(In millions, except share count and per share amount)	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Program(1)	(d) Maximum Value of Shares that May Yet Be Purchased Under the Program(1)
February 1 - February 28, 2025	313,600	$180.47	313,600	$1,339
August 1 -August 31, 2025	252,337	$228.31	252,337	$912
March 1 -March 31, 2025	589,363	$165.44	589,363	$1,241
September 1 -September 30, 2025	265,255	$224.72	265,255	$852
April 1 - April 30, 2025	647,820	$162.34	647,820	$1,136
October 1 -October 31, 2025	383,716	$238.53	383,716	$761
	1,550,783		1,550,783
	901,308		901,308

(1)In September 2021, the Company announced a program to repurchase up to $1.0 billion of shares. Since the initial authorization, the Company has announced from time-to-time various increases, bringing the total authorized share repurchase program to $5.0 billion. As of ~~April~~October 3031, 2025, the Company had completed $34.92 billion in share repurchases.

3127

Item 6.Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.


(a)			Exhibits

Exhibit						Description
3.1						Amended and Restated Certificate of Incorporation of Ferguson Enterprises Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on August 1, 2024).
3.2						Amended and Restated Bylaws of Ferguson Enterprises Inc. (incorporated by reference to Exhibit 3.21 of the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on ~~August~~September 116, ~~2024~~2025).
10.1						Revolving Credit Agreement, dated April 2, 2025, by and among Ferguson Enterprises Inc., as borrower, Ferguson UK Holdings Limited, as guarantor, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, the swingline lender and an issuing bank and the other issuing banks party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on April 3, 2025).
10.1*						Omnibus Amendment to Receivables Purchase Agreement and Purchase and Contribution Agreement, dated November 10, 2025, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC, as servicer, the originators, the lenders as conduit purchasers and committed purchasers, letters of credit banks and facility agents party each thereto, Royal Bank of Canada, as administrative agent, and Ferguson Enterprises Inc. as parent, amending the Receivables Purchase Agreement and the Purchase and Contribution Agreement.
10.2*						Omnibus Amendment to Receivables Purchase Agreement and Purchase and Contribution Agreement, dated April 21, 2025, among Ferguson Receivables, LLC, as seller, Ferguson Enterprises, LLC, as servicer, the originators, the lenders as conduit purchasers and committed purchasers, letters of credit banks and facility agents party each thereto, Royal Bank of Canada, as administrative agent, and Ferguson Enterprises Inc. as parent, amending the Receivables Purchase Agreement and the Purchase and Contribution Agreement.
10.2+						Form of Restricted Stock Unit Award Agreement pursuant to the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan, approved by the Compensation Committee September 10, 2025 (incorporated by reference to Exhibit 10.56 of the Annual Report on Form 10-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on September 26, 2025).
10.3*						Form of Amendment to Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan Stock Option Grant Notice and Stock Option Award Agreement.
10.3+						Form of Performance Award Unit Agreement pursuant to the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan, approved by the Compensation Committee September 10, 2025 (incorporated by reference to Exhibit 10.57 of the Annual Report on Form 10-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on September 26, 2025).
22.1						List of Subsidiary Guarantors (incorporated by reference to Exhibit 22.1 of the Registration Statement on Form S-3 (File No. 333-282398) filed by Ferguson Enterprises Inc. and Ferguson UK Holdings Ltd with the SEC on September 30, 2024).
10.4+						Form of Stock Option Agreement pursuant to the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan, approved by the Compensation Committee September 10, 2025 (incorporated by reference to Exhibit 10.58 of the Annual Report on Form 10-K (File No. 001-42200) filed by Ferguson Enterprises Inc. with the SEC on September 26, 2025).
31.1*						Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
22.1						List of Subsidiary Guarantors (incorporated by reference to Exhibit 22.1 of the Registration Statement on Form S-3 (File No. 333-282398) filed by Ferguson Enterprises Inc. and Ferguson UK Holdings Ltd with the SEC on September 30, 2024).
31.2*						Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.1*						Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document—this instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
32.2**						Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.INS*						Inline XBRL Instance Document—this instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
104*						Cover Page Interactive Data File (embedded within the Inline XBRL document)
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

** Furnished herewith

32+ Indicates a management contract or compensatory plan or arrangement

The Registrant agrees to furnish to the SEC, upon request, copies of any instruments that define the rights of holders of long-term debt of the Registrant that are not filed as Exhibits to this Quarterly Report.

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 thereunto duly authorized.

~~June~~December 39, 2025


			Ferguson Enterprises Inc.
						/s/ William Brundage
			Name:			William Brundage
			Title:			Chief Financial Officer
						(Principal Financial Officer and Duly Authorized Officer)

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Filing Compare · Ferguson Enterprises Inc. /DE/