Ferguson Enterprises Inc 2025年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-KT ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended ☒TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from August 1, 2025 to December 31, 2025Commission File Number: 001-42200 Ferguson Enterprises Inc. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☒Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ExchangeAct.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile 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 Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant 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 Rule 12b-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 periodfor 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 has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financing reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C7262(b)) by the registered public 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-based compensation 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 Rule 12b-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 closingprice as reported on the New York Stock Exchange, as of June 30, 2025, the last business day of what would have been theregistrant’s most recently completed second quarter if the close of the transition period were the end of a full fiscal year, was$42,870,902,857. As of February 20, 2026, the number of outstanding shares of common stock was 194,502,694. Documents Incorporated by Reference: The information required by Part III of this Transition Report on Form 10-KT (the “Transition Report”), to the extent not setforth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the annual meetingof stockholders to be held in 2026, which definitive proxy statement shall be filed with the Securities and ExchangeCommission (the “SEC”) within 120 days after the end of the fiscal period to which this Transition Report relates (the “2026Proxy Statement”). TABLE OF CONTENTS PAGECERTAIN TERMS1MARKET AND INDUSTRY DATA1TRADEMARKS1FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY1PART IItem 1.Business3Item 1A.Risk Factors8Item 1B. Unresolved Staff Comments24Item 1C. Cybersecurity24Item 2.Properties25Item 3.Legal Proceedings26Item 4.Mine Safety Disclosures26Information about our Executive Officers26PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities28Item 6.[Reserved]29Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 7A.Quantitative and Qualitative Disclosures About Market Risk39Item 8.Financial Statements and Supplementary Data40Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure81Item 9A.Controls and Procedures81Item 9B. Other Information83Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections83PART IIIItem 10. Directors, Executive Officers and Corporate G