EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Amendment”) to those certain Registration Statements on Form S-8 (Reg. Nos. 333-253988, 333-263084 and 333-275849) (collectively, the “Registration Statements” and each, a “Registration Statement”) is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”) by Ferguson Enterprises Inc, a Delaware corporation (the “Company”), as the successor registrant to Ferguson plc, a public company limited by shares incorporated in the Bailiwick of Jersey (“Jersey”) (the “Predecessor Registrant”).
At 12:01 a.m. Eastern Time on August 1, 2024 (the “Effective Time”), Ferguson (Jersey) 2 Limited (“Merger Sub”), a Jersey incorporated private limited company and direct, wholly owned subsidiary of the Company consummated a merger (the “Merger”) with and into the Predecessor Registrant, with the Predecessor Registrant surviving the Merger as a direct, wholly owned subsidiary of the Company and Merger Sub ceasing to exist, on the terms of and subject to the conditions of the Merger Agreement, dated as of February 29, 2024, by and among the Company, Merger Sub and the Predecessor Registrant (as amended from time to time, the “Merger Agreement”).
On the terms of, subject to the conditions of and/or in connection with the Merger Agreement at the Effective Time, each ordinary share, par value 10 pence per share, of the Predecessor Registrant (collectively, the “Predecessor Registrant Shares” and each a, “Predecessor Registrant Share”) that was issued and outstanding at 6:00 p.m. Eastern Time on July 31, 2024 (the “Merger Record Time”) was automatically cancelled without any repayment of capital and the Company issued as consideration therefor new, duly authorized, validly issued, fully paid and non-assessable shares of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) to each shareholder of the Predecessor Registrant (each, a “Predecessor Registrant Shareholder”) on a one-for-one basis for each Predecessor Registrant Share held by such Predecessor Registrant Shareholder immediately preceding the Merger Record Time. All Predecessor Registrant Shares held in treasury were cancelled as a result of the Merger.
Upon completion of the Merger, the Company became the successor registrant to the Predecessor Registrant. Shares of Company Common Stock commenced trading on the New York Stock Exchange (the “NYSE”) as of the open of business on August 1, 2024, under the symbol “FERG,” which is the same symbol under which the Predecessor Registrant Shares traded.
In connection with the Merger, the Company has assumed (i) the Ferguson plc 2023 Omnibus Equity Incentive Plan, (ii) The Ferguson Group Employee Share Purchase Plan 2021, (iii) The Ferguson Group International Sharesave Plan 2019, (iv) The Ferguson Group Performance Ordinary Share Plan 2019, (v) The Ferguson Group Ordinary Share Plan 2019 and (vi) The Ferguson Group Long Term Incentive Plan 2019 (collectively, the “Assumed Employee Share Plans”) and all outstanding incentive awards issued thereunder. In addition, in connection with the assumption of the Assumed Employee Share Plans, the Company has adopted (i) the Omnibus Amendment to The Ferguson Group International Sharesave Plan 2019, The Ferguson Group Long Term Incentive Plan 2019, The Ferguson Group Ordinary Share Plan 2019 and The Ferguson Group Performance Ordinary Share Plan 2019, (ii) the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan and (iii) the Ferguson Enterprises Inc. Employee Share Purchase Plan 2021. For the avoidance of doubt, the Company has not assumed The Ferguson Group International Sharesave Plan 2011, The Ferguson Group Long Term Incentive Plan 2015, The Ferguson Group Employee Share Purchase Plan 2019 and The Ferguson Group Deferred Bonus Plan 2019, as there are no outstanding incentive awards under such plans.
Each outstanding Predecessor Registrant incentive award previously granted under the Assumed Employee Share Plans will be converted to an equivalent Company incentive award (each, a “Converted Award”). The Converted Awards will be subject to substantially the same terms and conditions as the previously held Predecessor Registrant incentive awards, except, in the case of equity-based Predecessor Registrant incentive awards, the security issuable upon exercise or settlement of the Converted Award, as applicable, will be Company Common Stock (or its cash equivalent) rather than Predecessor Registrant Shares (or their cash equivalent).
In accordance with paragraph (d) of Rule 414 under the Securities Act, the Company hereby expressly adopts each of the Registration Statements as its own registration statements except as amended by this Amendment, for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).