Ferguson：2024年度报告

FORM10-K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJuly31, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number:001-42200 Ferguson Enterprises Inc. (Exact name of registrant as specified in its charter) 38-4304133 (I.R.S. Employer Identification Number) (State or other jurisdiction ofincorporation or organization) 751 Lakefront CommonsNewport News,Virginia23606+1-757-874-7795 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)Securities registered pursuant to Section12(b) of the Act: The New York Stock ExchangeLondon Stock Exchange Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.☒Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Exchange Act.☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smallerreporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financing reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).☐Yes☒No The aggregate market value of the voting shares held by non-affiliates of the registrant, computed by reference to the closing price asreported on the New York Stock Exchange, as of January 31, 2025, the last business day of the registrant’s most recently completedsecond fiscal quarter, was $36,048,440,565. As of September 19, 2025, the number of outstanding shares of common stock was196,151,443. Documents Incorporated by Reference: The information required by Part III of this Annual Report on Form 10-K (the “Annual Report”), to the extent not set forth herein, isincorporated herein by reference from the registrant’s definitive proxy statement relating to the annual meeting of stockholders to beheld in 2025, which definitive proxy statement shall be filed with the Securities and Exchange Commission (the “SEC”) within 120days after the end of the fiscal year to which this Annual Report relates (the “2025 Proxy Statement”). TABLE OF CONTENTS PAGECERTAIN TERMS1MARKET AND INDUSTRY DATA1TRADEMARKS1FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY1PART IItem 1.Business4Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments24Item 1C.Cybersecurity25Item 2.Properties26Item 3.Legal Proceedings27Item 4.Mine Safety Disclosures27Information about our Executive Officers27PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities29Item 6.[Reserved]30Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations31Item 7A.Quantitative and Qualitative Disclosures About Market Risk41Item 8.Financial Statements and Supplementary Data42Item 9.Changes in and Disagree