UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Ferguson Enterprises Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) 751 Lakefront Commons Newport News, Virginia (Address of principal executive offices) | 001-42200 (Commission file number) | 38-4304133 (IRS Employer Identification number) 23606 (Zip code) | ||||||
| Brian Lantz, Vice President IR and Communications, (224) 285-2410 | ||||||||
| (Name and telephone number, including area code, of the person to contact in connection with this report) | ||||||||
| Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in the form applies: | ||||||||
| ☒ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2024. | ||||||||
Explanatory Note
As previously disclosed, on August 1, 2024 (the “Effective Date”), Ferguson plc, a company incorporated in Jersey (the “Predecessor”), completed a merger transaction (the “Merger”) that resulted in (i) the Predecessor becoming a direct, wholly owned subsidiary of Ferguson Enterprises Inc., a Delaware corporation (the “Company”), and (ii) the shareholders of the Predecessor at the designated record time for the Merger no longer holding ordinary shares of the Predecessor but instead holding shares of common stock of the Company. As a result of the Merger, the Company became the successor issuer to the Predecessor, which was renamed “Ferguson (Jersey) Limited” and changed its status to a private company. On the Effective Date, the Company filed a Form 8-K12B for the purpose of establishing itself as the successor issuer pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and to disclose certain related matters. The term “Company” (i) for periods prior to the Effective Date, refers to Ferguson plc and its consolidated subsidiaries and (ii) for periods on and following the Effective Date, refers to Ferguson Enterprises Inc. and its consolidated subsidiaries.
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
As required by Rule 13p-1 under the Exchange Act (the “Rule”), the Company has filed this Specialized Disclosure Report (“Form SD”) and Conflict Minerals Report. As provided by the Rule, this assessment was conducted on the relevant period of January 1, 2024 to December 31, 2024 (the “Reporting Period”) and excluded products acquired by the Company manufactured or contracted to be manufactured after December 31, 2024. This Form SD and Conflict Minerals Report are publicly available on the Company’s website at: corporate.ferguson.com/investor/financial-information/sec-filings. The content of any website referred to in this Form SD or the exhibit hereto is included for general information only and is not incorporated by reference herein.
Item 1.02 Exhibit
The Company’s Conflict Minerals Report for the Reporting Period is filed as Exhibit 1.01 to this Form SD.
Section 2 – Resource Extraction Issuer Disclosure
Item 2.01 Resource Extraction Issuer Disclosure and Report
Not applicable.
Section 3 – Exhibits
Item 3.01 Exhibits
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, thereunto duly authorized. | ||||||||
| Ferguson Enterprises Inc. | ||||||||
| Date: May 15, 2025 | By: | /s/ William Brundage | ||||||
| Name: William Brundage | ||||||||
| Title: Chief Financial Officer | ||||||||