Ferguson Announces Intention to Cancel Secondary Listing on London Stock Exchange
Ferguson Enterprises Inc. ("Ferguson" or the "Company") (NYSE:FERG, LSE: FERG)) today announced its intention to cancel: (i) the secondary listing of the Company's common stock ("Common Stock") on the Equity Shares (international commercial companies secondary listing) category of the Official List (the "Official List") of the U.K. Financial Conduct Authority ("FCA"); and (ii) the admission to trading of its Common Stock on the London Stock Exchange's ("LSE") main market for listed securities (together, the "London Delisting") with effect from July 20, 2026.
Background to and reasons for the London Delisting
Since 2019, the Company's board of directors (the "Board") has considered North America to be the best long-term location for Ferguson and has worked methodically and transparently with shareholders on this transformative journey. In moving the Company's primary listing from the LSE to the New York Stock Exchange ("NYSE") in 2022, the Board noted its intention to maintain the Company's secondary listing in London for as long as it was considered to be in the best interests of Ferguson and its shareholders as a whole. On May 5, 2026, the Company announced its intention to undertake a review of its LSE secondary listing. Following completion of the review, the Board is satisfied that it is in the best interests of the Company and its shareholders to proceed with the London Delisting for the following reasons:
- Liquidity on the NYSE now far outweighs liquidity on the LSE;
- Our shareholding base is largely North American;
- Eliminates the cost and complexity of maintaining a secondary listing while also simplifying the Company's corporate governance requirements; and
- Completes alignment with the Company's pure North American business profile and operations, headquarters and leadership with its listing structure.
Accordingly, the Company hereby gives notice that it has requested that: (i) the FCA cancel the listing of the Common Stock on the Equity Shares (international commercial companies secondary listing) category of the Official List of the FCA; and (ii) the LSE cancel the admission to trading of the Common Stock on the main market for listed securities of the LSE.
Process for and principal effects of the London Delisting
As the Company is assigned to the Equity Shares (international commercial companies secondary listing) category of the Official List, no shareholder approval is required for the London Delisting.
In accordance with U.K. Listing Rule 21.2.17R, the Company is required to give at least 20 business days' notice of the London Delisting. As such, it is intended that the London Delisting will become effective from 8:00 a.m. U.K. time on July 20, 2026, such that the last date of trading of the Common Stock on the LSE will be July 17, 2026.
Following the London Delisting: (i) it will no longer be possible to trade Common Stock on the LSE; and (ii) the Company will maintain its listing of its Common Stock on the NYSE.
The London Delisting is expected to have no impact for shareholders who are direct holders of Common Stock or who hold their interests in Common Stock through their nominated DTC broker or custodian.
Holders of the Company's U.K. issued Depositary Interests ("U.K. DIs") are strongly encouraged to read the Appendix to this announcement, which contains further details of the arrangements that will apply to them following the London Delisting and the actions that they may wish to take in advance of the London Delisting (including the steps and actions required to convert their interests into holdings of Common Stock, directly or through a DTC broker or custodian, from which they can be traded directly on the NYSE). The Company currently expects the existing U.K. DI arrangements to remain in place until on or around January 29, 2027.
To assist shareholders in preparing for the London Delisting, the Company has prepared answers to Frequently Asked Questions ("Shareholder FAQ"), which can be found on the Managing Your Shares page of the Investors tab on our website at corporate.ferguson.com.
Cautionary note regarding forward-looking statements
Certain information included in this announcement is forward-looking, including within the meaning of the Private Securities Litigation Reform Act of 1995, and involves risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements. Forward-looking statements cover all matters which are not historical facts and include, without limitation, statements or guidance regarding our intentions with respect to the London Delisting and our expectation that it will become effective and the expected benefits of the London Delisting. Forward-looking statements can be identified by the use of forward-looking terminology, including terms such as "believes," "estimates," "anticipates," "expects," "forecasts," "guidance," "intends," "continues," "plans," "projects," "poised," "goal," "target," "aim," "may," "will," "would," "could" or "should" or, in each case, their negative or other variations or comparable terminology and other similar references to future periods.
Forward-looking statements speak only as of the date on which they are made. They are not assurances of future performance and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Therefore, you should not place undue reliance on any of these forward-looking statements. Although we believe that the forward-looking statements contained in this announcement are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those contained in such forward-looking statements, including but not limited to the risks and uncertainties set forth under the heading "Risk Factors" in our Transition Report on Form 10-KT for the five-month transition period ended December 31, 2025 filed with the Securities and Exchange Commission ("SEC") on February 27, 2026 and in other filings we make with the SEC in the future.
Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Other than in accordance with our legal or regulatory obligations, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
About Ferguson
Ferguson (NYSE:FERG, LSE: FERG)) is North America's largest value-added distributor of essential water and air solutions, serving specialized professionals in our $340B residential and non-residential North American construction markets. We help make our customers' complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. Headquartered in Newport News, Va., Ferguson has sales of $31.3 billion (CY'25) and approximately 35,000 associates in over 1,700 locations. For more information, please visit corporate.ferguson.com.
Appendix: Additional Details for Holders of U.K. DIs
Holders of U.K. DIs are advised to read this Appendix carefully to ensure that they understand the arrangements that will apply to them following the London Delisting and the actions that they may wish to take in advance of the London Delisting. If in doubt as to the action they should take, they are recommended to seek advice from their qualified financial advisor.
U.K. DI Holders
The Company's existing U.K. DI arrangements will not immediately be impacted by the London Delisting. Accordingly, following the London Delisting, shareholders may continue to hold their interests in Common Stock in the form of U.K. DIs, that is through CREST. However, following the London Delisting it will only be possible to place on market trades in respect of Common Stock on the NYSE.
Consequently, in order to trade their Common Stock on a recognised stock exchange following the London Delisting, U.K. DI holders will have to reposition their interests in Common Stock into a DTC broker or custodian account by: (i) canceling their U.K. DIs through the delivery of a cross-border instruction in respect of the underlying Common Stock through CREST to Computershare Investor Services PLC ("Computershare", as the issuer of the U.K. DIs) in the form of a CREST stock withdrawal message (CREST system message type: STW); and (ii) instructing Computershare to deliver their interests in Common Stock into the account of their chosen bank, broker, custodian firm, financial institution and/or other person that is a participant in DTC. The cancelation of U.K. DIs is subject to a charge, depending on the value of the underlying Common Stock.
For general inquiries, details of the current cancelation charges or for assistance in canceling U.K. DIs and lodging cross-border instructions, holders, or brokers, of U.K. DIs should contact Computershare by phone on +44 (0) 906 999 0000 (from inside or outside the U.K.). Lines are open 8:30 a.m. to 5:30 p.m. (U.K. time), Monday to Friday (excluding public holidays in England and Wales).
If you hold your U.K. DIs through a broker or custodian (for example you are an investor through a retail nominee arrangement, and are not a CREST participant directly), please contact your broker or custodian for assistance.
The Company currently expects the existing U.K. DI arrangements to remain in place until on or around January 29, 2027. Please refer to the Shareholder FAQ for further details.
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