8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 11, 2023

FERGUSON PLC

(Exact Name of Registrant as Specified in its Charter)

Jersey, Channel Islands	001-40066	98-1499339
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1020 Eskdale Road, Winnersh Triangle, Wokingham, Berkshire, United Kingdom	RG41 5TS
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: +44 (0) 118 927 3800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares of 10 pence	FERG	New York Stock Exchange
		London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On each of May 2, 2023 and May 9, 2023, Ferguson plc (the “Company”) released a weekly report in connection with the Company’s share repurchase program, which are filed as Exhibit 99.1 hereto.

On May 2, 2023, the Company released a notification of total voting rights and capital in the Company, which is filed as Exhibit 99.2 hereto.

On May 2, 2023, the Company released a notification of block listing six monthly return, which is filed as Exhibit 99.3 hereto.

On May 11, 2023, the Company issued a press release announcing that the Company will issue its third quarter results and host a conference call and webcast on June 6, 2023, which is filed as Exhibit 99.4 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Transaction in Own Shares announcements in the period to May 9, 2023
99.2	Notification dated May 2, 2023 titled “Total Voting Rights”
99.3	Notification dated May 2, 2023 titled “Block listing Interim Review”
99.4	Press release dated May 11, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.
		Ferguson plc (Registrant)
Date:	May 11, 2023	By:	/s/ Katherine McCormick
		Name:	Katherine McCormick
		Title:	Company Secretary

EX-99.1

Exhibit 99.1

May 2, 2023

Ferguson Share Repurchase Program - Weekly Report

Ferguson plc (NYSE: FERG, LSE: FERG) (the “Company”) announces today that it purchased a total of 104,871 of its ordinary shares in the period from April 24, 2023 up to and including April 28, 2023 in connection with its $2.5 billion share repurchase program.

Aggregated information about the purchases carried out during this period

Trading day	Aggregate daily volume (in number of shares)	Daily weighted average purchase price of the shares	Trading venue
April 24, 2023	15,000	110.700000	XLON
April 25, 2023	15,000	109.700000	XLON
April 26, 2023	44,871	107.924643	XLON
April 27, 2023	30,000	108.270133	XLON

The Company intends to hold these shares in treasury. Following the purchase of these shares (including those purchased but not yet settled), the number of shares held by the Company in treasury will be 27,208,571.

Following the purchase of these shares, the remaining number of ordinary shares in issue will be 204,962,611. The figure of 204,962,611 may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation), as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, and the Commission Delegated Regulation (EU) 2016/1052, detailed information about the individual purchases can be found at Ferguson - Investors - Shareholder Center - Share Buy-Back Details - 2023 Share Buy-Back.

For further information please contact:

Brian Lantz, Vice President IR and Communications              +1 224 285 2410

Pete Kennedy, Director of Investor Relations                      +1 757 603 0111

May 9, 2023

Ferguson Share Repurchase Program - Weekly Report

WOKINGHAM, England--Ferguson plc (NYSE: FERG, LSE: FERG) (the “Company”) announces today that it purchased a total of 79,354 of its ordinary shares in the period from May 02, 2023 up to and including May 05, 2023 in connection with its $2.5 billion share repurchase program.

Aggregated information about the purchases carried out during this period

Trading day	Aggregate daily volume (in number of shares)	Daily weighted average purchase price of the shares	Trading venue
May 02, 2023	20,000	110.700000	XLON
May 03, 2023	19,750	111.406226	XLON
May 04, 2023	20,000	109.600000	XLON
May 05, 2023	19,604	109.850000	XLON

The Company intends to hold these shares in treasury. Following the purchase of these shares (including those purchased but not yet settled), the number of shares held by the Company in treasury will be 27,287,925.

Following the purchase of these shares, the remaining number of ordinary shares in issue will be 204,883,257. The figure of 204,883,257 may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation), as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, and the Commission Delegated Regulation (EU) 2016/1052, detailed information about the individual purchases can be found at Ferguson - Investors - Shareholder Center - Share Buy-Back Details - 2023 Share Buy-Back.

For further information please contact:

Brian Lantz

Vice President IR and Communications

+1 224 285 2410

Pete Kennedy

Director of Investor Relations

+1 757 603 0111

EX-99.2

Exhibit 99.2

FERGUSON PLC
(THE "COMPANY")

NOTIFICATION OF TOTAL VOTING RIGHTS AND CAPITAL IN THE COMPANY

In accordance with DTR 5.6.1, the Company hereby notifies the following:

The Company’s issued share capital as at April 30, 2023 consisted of 232,171,182 ordinary shares of 10 pence each (“Ordinary Shares”), of which 27,208,571 Ordinary Shares were held in treasury as at the date of this disclosure. The voting rights of treasury shares are automatically suspended.

Therefore, the total voting rights in the Company is 204,962,611. This figure may be used by shareholders as the denominator for the calculations by which to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules and the Company’s Articles of Association.

Enquiries:

Kate McCormick, Company Secretary

(0118 927 3827)

May 2, 2023

EX-99.3

Exhibit 99.3

BLOCK LISTING SIX MONTHLY RETURN

Name of applicant:		Ferguson plc
Name of scheme:		Ferguson Group International Sharesave Plan 2011
Period of return:	From:	November 1, 2022	To:	April 30, 2023
Balance of unallotted securities under scheme(s) from previous return:		181,430 ordinary 10p shares
Plus:  The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):		Nil
Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):		Nil
Equals:  Balance under scheme(s) not yet issued/allotted at end of period:		181,430 ordinary 10p shares

Enquiries:

Kate McCormick, Company Secretary

Tel: +44 (0) 118 927 3827

May 2, 2023

EX-99.4

Exhibit 99.4

Ferguson to Issue Third Quarter Results

And Host Conference Call on June 6, 2023

Wokingham, England—May 11, 2023—Ferguson plc (NYSE: FERG; LSE: FERG) announces today that it will issue its third quarter results on Tuesday, June 6. The results will be available on Ferguson’s website at www.corporate.ferguson.com at 6:45 a.m. ET/11:45 a.m. BST.

A conference call and webcast of the analyst and investor presentation will be broadcast at 8:30 a.m. ET/1:30 p.m. BSTon the same day. Participants can register for the webcast at www.corporate.ferguson.com.

A slide presentation that accompanies the event will be available 15 minutes prior to the start time at www.corporate.ferguson.com on the Events, Results and Reports page under the Investors tab. An archived version of the webcast and slide presentation will be available for 12 months after the live event.

About Ferguson

Ferguson plc (NYSE: FERG; LSE: FERG) is a leading value-added distributor in North America providing expertise, solutions and products from infrastructure, plumbing and appliances to HVAC, fire, fabrication and more. We exist to make our customers’ complex projects simple, successful and sustainable. Ferguson is headquartered in the U.K., with its operations and associates solely focused on North America and managed from Newport News, Virginia. For more information, please visit www.corporate.ferguson.com or follow us on LinkedInwww.linkedin.com/company/ferguson-enterprises.

Investor Inquiries	Media Inquiries
Brian Lantz Vice President, IR and Communications +1 224 285 2410 Brian.lantz@ferguson.com	John Pappas Director, Financial Communications +1 484 790 2727 John.pappas@ferguson.com
Pete Kennedy Director, Investor Relations +1 757 603 0111 Peter.kennedy@ferguson.com

XML

Cover	May 11, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 11, 2023
Entity Registrant Name	FERGUSON PLC
Entity File Number	001-40066
Entity Tax Identification Number	98-1499339
Entity Address, Address Line One	1020 Eskdale Road
Entity Address, Address Line Two	Winnersh Triangle
Entity Address, City or Town	Wokingham
Entity Address, Country	GB
Entity Address, Postal Zip Code	RG41 5TS
City Area Code	118
Local Phone Number	927 3800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares of 10 pence
Trading Symbol	FERG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001832433
Amendment Flag	false
Entity Incorporation, State or Country Code	Y9