Ferguson Enterprises Inc. announced it will cancel its secondary listing on the London Stock Exchange (LSE) effective July 20, 2026. The Board of Directors determined that liquidity on the New York Stock Exchange (NYSE) now far outweighs that on the LSE and that the shareholding base is largely North American. The move aims to eliminate the cost and complexity of maintaining a secondary listing while simplifying corporate governance requirements and completing alignment with the company's pure North American business profile.

The company requested the U.K. Financial Conduct Authority (FCA) to cancel the listing of its common stock on the Official List and the LSE to cancel admission to trading on its main market. As the company is assigned to the Equity Shares (international commercial companies secondary listing) category, no shareholder approval is required for the London Delisting.

In accordance with U.K. Listing Rule 21.2.17R, the company provided at least 20 business days' notice. The last date of trading on the LSE will be July 17, 2026. Following the delisting, it will not be possible to trade common stock on the LSE, but the company will maintain its listing on the NYSE.

The London Delisting is expected to have no impact for direct holders of common stock or those holding interests through a nominated DTC broker or custodian. However, holders of the company's U.K. issued Depositary Interests (U.K. DIs) are encouraged to review the arrangements that will apply to them. The company currently expects the existing U.K. DI arrangements to remain in place until on or around January 29, 2027.

To trade common stock on a recognized stock exchange following the London Delisting, U.K. DI holders must reposition their interests into a DTC broker or custodian account. This involves canceling U.K. DIs through a cross-border instruction in CREST and instructing Computershare Investor Services PLC to deliver the interests into a DTC participant account. Cancellation of U.K. DIs is subject to a charge depending on the value of the underlying common stock.

Key Dates and Actions

Ferguson serves as North America's largest value-added distributor of essential water and air solutions. Headquartered in Newport News, Va., the company reported sales of $31.3 billion for CY'25 and operates with approximately 35,000 associates in over 1,700 locations.

Ferguson Enterprises Inc. President and Chief Executive Officer Kevin Murphy has adopted a Rule 10b5-1 trading plan to sell shares acquired through various company equity awards. The plan allows for the sale of up to 65% of the net shares delivered under these awards, which are the shares remaining after the deduction of any shares withheld to satisfy applicable tax withholding obligations. The first trading date under this arrangement will occur no earlier than 90 days after the publication of this announcement.

The Rule 10b5-1 plan covers shares beneficially owned by Murphy in connection with the vesting or settlement of specific equity awards. These include his 2023 performance award granted under the Ferguson Enterprises Inc. Long Term Incentive Plan 2019, as well as his 2023 performance award, 2023 RSU award, 2024 RSU award, and 2025 RSU award, all granted under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan. The common stock covered by the plan has a par value of $0.0001 each and an ISIN of US31488V1070.

The trading plan is scheduled to expire on December 8, 2026, unless it is terminated earlier in accordance with its terms. Termination circumstances include the execution of all trades specified in the plan, an election by the person discharging managerial responsibility (PDMR), or action by the broker in specified circumstances. The transaction was executed outside a trading venue.

Under the terms of the plan, it remains revocable and modifiable during an open period. This initial notification is provided in accordance with the requirements of the EU Market Abuse Regulation, as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018.

Key Details of the Rule 10b5-1 Plan