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Ferguson Enterprises Inc. /DE/

Proxy Solicitation & Information Statement Oct 15, 2025

10482_agm-r_2025-10-15_6a88263f-8e38-4b18-80fa-e74d15ae75ae.pdf

Proxy Solicitation & Information Statement

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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

FERGUSON ENTERPRISES INC. 751 LAKEFRONT COMMONS NEWPORT NEWS, VA 23606

VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on December 2, 2025. Follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by Ferguson in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903 (International charges apply if outside U.S. and Canada) Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on December 2, 2025. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The completed proxy card must be received by 11:59 p.m. Eastern Time on December 2, 2025.

U.K. SHAREHOLDERS

For those shareholders based in the U.K., you may use the above method for returning your vote by mail, or you may return your proxy card to our U.K. office at Corporate Secretariat, c/o Ferguson Group Services Limited, 1020 Eskdale Road, Winnersh Triangle, Wokingham, RG41 5TS by 5 p.m. local time on December 2, 2025. Please note that you will be unable to use the U.S. postage paid envelope for this purpose.

V78772-P35989
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
FERGUSON ENTERPRISES INC.
The Board of Directors recommends you vote "FOR" each Director
nominee named in proposal 1:
1. To elect each of the 11 Director nominees named in the Proxy
Statement to hold office until the Company's next annual meeting
of stockholders and until such Director's successor shall have been
elected and qualified.
Nominees: For Against Abstain For Against Abstain
1a. Rekha Agrawal ! ! ! !
!
1j.
Alan Murray
!
1b. Kelly Baker ! ! ! !
!
1k.
Suzanne Wood
!
1c. Rick Beckwitt ! ! ! The Board of Directors recommends you vote "FOR" proposal 2:
1d. Bill Brundage ! ! ! !
!
2.
To ratify the appointment of Deloitte & Touche LLP as the Company's
independent registered public accounting firm for the transition
period from August 1, 2025 to December 31, 2025.
!
1e. Geoff Drabble ! ! ! The Board of Directors recommends you vote "FOR" proposal 3:
1f. Cathy Halligan ! ! ! !
!
3.
To approve, on an advisory basis, the fiscal 2025 compensation of
the Company's Named Executive Officers.
!
1g. Brian May ! ! ! NOTE: Such other business as may properly come before the meeting or
any adjournment or postponement thereof.
1h. James S. Metcalf ! ! !
1i. Kevin Murphy ! ! !
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator,
or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must
sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]
Date
Signature (Joint Owners)
Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on December 3, 2025:

The Notice of Annual Meeting and Proxy Statement and 2025 Annual Report are available at www.proxyvote.com

V78773-P35989

FERGUSON ENTERPRISES INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 3, 2025 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned stockholder hereby appoints each of Geoff Drabble and Ian Graham, as proxy and attorney-in-fact, each with the power to appoint his substitute, on behalf and in the name of the undersigned, to attend the 2025 Annual Meeting of Ferguson Enterprises Inc. to be held at 4:00 p.m. Eastern Time on December 3, 2025, and at any adjournment or postponement thereof, and to cast on behalf of the undersigned all of the votes that the undersigned would be entitled to cast at said meeting and to otherwise represent the undersigned at said meeting with all powers possessed by the undersigned if personally present at said meeting. The undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy Statement and the 2025 Annual Report, the terms of each of which are incorporated herein by reference, and revokes any proxy heretofore given with respect to said meeting.

THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED (IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS) FOR THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1, FOR EACH OF PROPOSALS 2 AND 3, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

Continued and to be signed on reverse side

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