UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~December~~January 108, ~~2024~~2025

FERGUSON ENTERPRISES INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-42200

38-4304133

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification Number)

751 Lakefront Commons

Newport News, Virginia

23606

(Address of Principal Executive Offices)

(Zip Code)

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

Not Applicable

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


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


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


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


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


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


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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

FERG

New York Stock Exchange

London Stock Exchange


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


Emerging growth company ☐


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

Item 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~January 108, ~~2024~~2025, Ferguson Enterprises Inc. (~~including~~the ~~its~~“Company”) ~~consolidated~~announced ~~subsidiaries~~that, effective February 1, 2025, the title of Bill Thees, age 58, will change from “~~Company~~Senior Vice President”) ~~issued~~to a“Chief ~~press~~Operating ~~release~~Officer” ~~announcing~~to reflect an expansion of his oversight responsibilities over the coming months to include the Company’s ~~financial~~supply ~~results~~chain ~~for~~and ~~the~~facilities ~~quarter~~functions. ~~ended~~Information ~~October~~regarding ~~31, 2024~~Mr. AThees’ ~~copy~~background ofis included in the ~~press~~section ~~release~~titled is“Information ~~furnished~~about asour ~~Exhibit~~Executive ~~99.1~~Officers” toin ~~this~~Part ~~Current~~I of the Company’s Annual Report on Form 810-K for the fiscal year ended July 31, 2024, filed with the Securities and Exchange Commission on September 25, 2024, and is incorporated herein by reference. ~~The~~Mr. ~~information~~Thees’ ~~disclosed~~current ~~pursuant~~employment agreement will be amended on February 1, 2025 to ~~this~~reflect ~~Item~~his ~~2.02~~new ~~(including~~title, ~~Exhibit~~but 99no other changes are contemplated.1) ~~shall~~The ~~not~~executed beamendment ~~deemed~~to ~~“filed”~~his ~~for~~employment ~~purposes~~agreement ofwill ~~Section~~be 18filed ofwith the ~~Securities~~Company’s ~~Exchange~~Quarterly ~~Act~~Report ofon ~~1934,~~Form as10-Q ~~amended~~for (the ~~“Exchange~~quarter ~~Act”)~~ending January 31, or2025. ~~otherwise~~While ~~subject~~no changes to Mr. Thees’ compensation have been approved yet by the ~~liability~~Compensation Committee of the Board of Directors of the Company, it is anticipated that ~~section~~an ~~and~~immaterial ~~shall~~adjustment ~~not~~to his base salary will be ~~incorporated~~made byin ~~reference~~the ~~into~~near-term ~~any~~to ~~registration~~reflect ~~statement~~these increased oversight responsibilities. There are no familial relationships or ~~other~~transactions ~~document~~involving ~~filed~~Mr. ~~under~~Thees and the ~~Securities~~Company ~~Act~~that ofwould ~~1933,~~require asdisclosure ~~amended,~~under Item 401(d) or ~~the~~Item ~~Exchange~~404 ~~Act,~~of ~~except~~Regulation asS-K. ~~shall~~There beare ~~expressly~~no ~~set~~arrangements ~~forth~~or byunderstandings ~~specific~~between ~~reference~~Mr. inThees and any ~~such~~other ~~filing~~person pursuant to which he was selected for this office.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Press Release dated December 10, 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
		Ferguson Enterprises Inc.
Date:	~~December~~January 10, ~~2024~~2025	By:	/s/ ~~William~~Ian ~~Brundage~~Graham
		Name:	~~William~~Ian ~~Brundage~~Graham
		Title:	Chief ~~Financial~~Legal Officer & Corporate Secretary

Filing Compare · Ferguson Enterprises Inc. /DE/