Ferguson UK FWP Free writing prospectus

Free Writing Prospectus

Filed pursuant to Rule 433

Registration Statement File Nos. 333-282398 and 333-282398-01

PRICING TERM SHEET

FERGUSON ENTERPRISES INC.

Fully and unconditionally guaranteed by Ferguson UK Holdings Limited

October 1, 2024

$750,000,000 5.000% Senior Notes due 2034

Issuer:	Ferguson Enterprises Inc.
Guarantor:	Ferguson UK Holdings Limited
Expected Issue Ratings (Moody’s / S&P)*:	Baa1 / BBB+
Aggregate Principal Amount:	$750,000,000
Maturity:	October 3, 2034
Coupon:	5.000%
Price to Public:	99.930%
Yield to Maturity:	5.009%
Spread to Benchmark Treasury:	+127 basis points
Benchmark Treasury:	3.875% due August 15, 2034
Benchmark Treasury Price / Yield:	101-03+ / 3.739%
Interest Payment Dates:	Semi-annually on April 3 and October 3 of each year, commencing April 3, 2025
Day Count Convention:	30 / 360
Record Dates:	March 18 and September 18

Redemption Provisions:	Prior to July 3, 2034 (three months prior to the maturity date of the Notes) (the “Par Call Date”), we may redeem the Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
	(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the preliminary prospectus supplement) plus 20 basis points, less (b) interest accrued to the redemption date, and
	(2) 100% of the principal amount of the Notes to be redeemed,
	plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
	On or after the Par Call Date, we may redeem the Notes at our option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
Trade Date:	October 1, 2024
Settlement Date:	October 3, 2024 (T+2)**
Denominations:	$2,000 and integral multiples of $1,000 in excess thereof
CUSIP / ISIN:	31488V AA5 / US31488VAA52
Joint Book-Running Managers:	BofA Securities, Inc. J.P. Morgan Securities LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc.
Co-Managers	Bank of China Limited, London Branch Barclays Capital Inc. BNP Paribas Securities Corp. Fifth Third Securities, Inc. ING Financial Markets LLC PNC Capital Markets LLC TD Securities (USA) LLC

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the first business day preceding the settlement date will be required, by virtue of the fact that the Notes initially will settle in T+2, to specify alternative settlement arrangements to prevent a failed settlement.

The Issuer and the Guarantor have filed a registration statement (including a preliminary prospectus supplement and accompanying prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates.  Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus in that registration statement and other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering.  You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you copies of the preliminary prospectus supplement and accompanying prospectus, and, when available, the final prospectus supplement relating to the offering if you request them by contacting BofA Securities, Inc. at 1-800-294-1322, J.P. Morgan Securities LLC at 1-212-834-4533 and RBC Capital Markets, LLC at 1-866-375-6829.

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