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Ferguson Enterprises Inc. /DE/

Proxy Solicitation & Information Statement Oct 15, 2025

10482_agm-r_2025-10-15_fc0701b1-f0f1-47b7-92c8-346dfaf866dd.pdf

Proxy Solicitation & Information Statement

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All Correspondence to: The offi ce of the Depositary Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1 ADD1 ADD2 ADD3 ADD4

000001 SG349

Holder Reference Number

C1234567890

Form of Instruction - Annual Meeting of Stockholders of Ferguson Enterprises Inc. to be held on December 3, 2025 (the "2025 Annual Meeting")

Cast your Proxy online...It's fast, easy and secure!

www.investorcentre.co.uk/eproxy HRN: Control Number: 921085 PIN: C1234567890 1234

You will be asked to enter the Holder Reference Number (HRN), Control Number and PIN shown above and agree to certain terms and conditions.

The Notice of Meeting and Proxy Statement and 2025 Annual Report are available to be viewed on: corporate.ferguson.com

Register at www.investorcentre.co.uk - elect for ecommunications & manage your holding with ease!

To be effective, all forms of instruction must be lodged at the offi ce of the Depositary at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 10:00 a.m. (UK Time) on November 27, 2025.

Explanatory Notes:

  • 1. Please indicate, by placing ''X'' in the appropriate space overleaf, how you wish your votes to be cast in respect of each of the Proposals. If this form is duly signed and returned, but without specifi c direction as to how you wish your votes to be cast, the form will be rejected.
  • 2. To give an instruction via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) by 10 a.m. (U.K. Time) on November 27, 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35 of the Uncertifi cated Securities Regulations 2001.
  • 3. Any alterations made in this form should be initialled.

  • 4. The completion and return of this form will not preclude a holder from attending the meeting and voting in person. Should the holder, or a representative of that holder wish to attend the meeting and/or vote at the meeting, they must notify the Depositary in writing or email [email protected]

  • 5. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Depositary Interest Register at 6 p.m. (U.K. Time) on October 8, 2025. Changes to entries on the Depositary Interest Register after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
  • 6. If you require a copy of the proxy materials for the 2025 Annual Meeting, please contact [email protected]

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. Computershare Investor Services PLC (the "Depositary") and Computershare Trust Company N.A. ("the Custodian") accept no liability for any instruction that does not comply with these conditions.

MR A SAMPLE MR A SAMPLE MR A SAMPLE MR A SAMPLE MR A SAMPLE

MR A SAMPLE

Form of Instruction

Please use a black pen. Mark with an X inside the box as shown in this example. X

C1234567890

I/We hereby instruct the Custodian "Computershare Trust Company NA" to vote on my/our behalf at the 2025 Annual Meeting of Stockholders of Ferguson Enterprises Inc. to be held at Newport News Marriott at City Centre, 740 Town Center Drive, Newport News, VA, 23606 United States on December 3, 2025 at 4.00 pm (Eastern Time) and at any adjournment or postponement thereof.

The Board of Directors recommends you vote "FOR" each Director nominee named in Proposal 1 and "FOR" each of Proposals 2 and 3

Proposals
1. Election of Director nominees*:
For Against Abstain For Against Abstain
1a. Rekha Agrawal Kevin Murphy
1i.
1b. Kelly Baker Alan Murray
1j.
1c. Rick Beckwitt 1k. Suzanne Wood
1d. Bill Brundage 2.
To ratify the appointment of Deloitte & Touche LLP
as the Company's independent registered public
accounting fi rm for the transition period from
August 1, 2025 to December 31, 2025.
1e. Geoff Drabble 3.
To approve, on an advisory basis, the fi scal
2025 compensation of the Company's Named
Executive Offi cers.
Cathy Halligan
1f.
I/We hereby instruct the Custodian "Computershare Trust
Company N.A" to vote or transact on my/our behalf any other
business as may properly come before the 2025 Annual
Meeting or any adjournment or postponement thereof. I/We
1g. Brian May acknowledge that by leaving this box blank, the Custodian
will not vote or transact on my/our behalf any such other
business as may properly come before the 2025 Annual
Meeting or any adjournment or postponement thereof.
1h. James S. Metcalf

* Biographical details, including membership of Board Committees, are included in the 2025 Notice of Meeting and Proxy Statement, which is available at corporate.ferguson.com.

In the case of joint shareholders, only one holder need sign. In the case of a corporation, the Form of Instruction should be signed by a duly authorised offi cial whose capacity should be stated, or by an attorney.

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