Ferguson plc

Publication of Registration Statement, Proxy Statement, Notice of Special Meeting and U.K. Prospectus

As previously announced, Ferguson plc (the “Company”) entered into a merger agreement (the “Merger Agreement”), dated as of February 29, 2024, by and among the Company, Ferguson Enterprises Inc., a newly incorporated corporation under the laws of Delaware (“New TopCo”), and Ferguson (Jersey) 2 Limited, a newly formed Jersey incorporated private limited company and direct, wholly owned subsidiary of New TopCo (“Merger Sub”). The Merger Agreement provides for the merger (the “Merger”) of Merger Sub with and into the Company, with the Company surviving the Merger as a direct, wholly owned subsidiary of New TopCo and Merger Sub ceasing to exist, on the terms and subject to the conditions of the Merger Agreement.

In connection with the Merger, on March 1, 2024, New TopCo filed a registration statement on Form S-4 (as amended on April 12, 2024 and April 16, 2024, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). On April 18, 2024, the Registration Statement was declared effective by the SEC and New TopCo filed a prospectus (the “Rule 424 Prospectus”) for such Registration Statement with the SEC. In addition, on such date, the Company filed a definitive proxy statement (the “Proxy Statement”) with the SEC, in connection with its extraordinary general meeting (the “Special Meeting”) to consider certain resolutions in connection with the Merger, including a proposal to approve the Merger Agreement and authorize any actions that are necessary or desirable for the implementation of the Merger (the “Merger Proposal”).

Beginning on April 18, 2024, the Company has mailed materials relating to the Special Meeting to its shareholders. The Special Meeting will be held at 10:00 a.m. Eastern Time (3:00 p.m. U.K. Time), on May 30, 2024, at the offices of Freshfields Bruckhaus Deringer LLP, located at 100 Bishopsgate, London, EC2P 2SR, United Kingdom. Copies of the Proxy Statement and the Notice of the Special Meeting are available on the SEC’s website at sec.gov and on the SEC Filings page of the Company’s website at corporate.ferguson.com, and will shortly be submitted to the United Kingdom Financial Conduct Authority’s (“FCA”) National Storage Mechanism and available at data.fca.org.uk/#/nsm/nationalstoragemechanism.