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): January 17, 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 January 10, 2023, Ferguson plc (the “Company”) released a weekly report in connection with the Company’s share repurchase program, which is filed as Exhibit 99.1 hereto. On January 12, 2023, the Company released a TR-1 standard form for notification of major holdings, which is filed as Exhibit 99.2 hereto. On January 13, 2023, the Company released a notification of transactions by persons discharging managerial responsibilities (“PDMRs”), which is filed as Exhibit 99.3 hereto. On January 16, 2023, the Company released an announcement in connection with the Company’s share repurchase program and a notice of dividend currency exchange rate, which are filed as Exhibit 99.4 and Exhibit 99.5, respectively, hereto.

Item 9.01			Financial Statements and Exhibits.

(d)			Exhibits

Exhibit No.			Description
99.1			Transaction in Own Shares announcements in the period to January 10, 2023
99.2			Notification released January 12, 2023 titled “Holding(s) in Company”
99.3			Notification dated January 13, 2023 titled “Director/PDMR Shareholding”
99.4			Announcement dated January 16, 2023 titled “Share repurchase program”
99.5			Notification dated January 16, 2023 titled “Notice of Dividend Currency Exchange Rate”
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:			January 17, 2023			By:			/s/ Katherine McCormick
						Name:			Katherine McCormick
						Title:			Company Secretary

Exhibit 99.1

January 10, 2023

Ferguson Share Repurchase Program - Weekly Report

Ferguson plc (NYSE: FERG, LSE: FERG) (the “Company”) announces today that it purchased a total of 105,131 of its ordinary shares in the period from January 03, 2023 up to and including January 06, 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
January 03, 2023			17,803			106.151167			XLON
January 04, 2023			53,263			108.543985			XLON
January 05, 2023			31,696			110.176480			XLON
January 06, 2023			2,369			113.842953			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 25,041,150.

Following the purchase of these shares, the remaining number of ordinary shares in issue will be 207,130,032. The figure of 207,130,032 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 is attached to this announcement.

http://www.rns-pdf.londonstockexchange.com/rns/1549M_1-2023-1-9.pdf

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

EXHIBIT 99.2

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

JE00BJVNSS43

Issuer Name

FERGUSON PLC

UK or Non-UK Issuer

Non-UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

Trian Fund Management, L.P.

City of registered office (if applicable)

New York

Country of registered office (if applicable)

United States of America

4. Details of the shareholder

Name			City of registered office			Country of registered office
Trian Investors 1 General Partner, LLC			Wilmington			USA
Trian Investors 1 SLP, L.P.			Wilmington			USA
Trian Partners Co-Investment Opportunities Fund, Ltd.			Grand Cayman			Cayman Islands
Trian Partners Strategic Fund-K, L.P.			Wilmington			USA
Trian Partners Strategic Fund-G III, L.P.			Wilmington			USA
Trian Partners Strategic Fund-G II, L.P.			Wilmington			USA
Trian Partners Fund (Sub)-G, L.P.			Wilmington			USA
Trian Partners Strategic Investment Fund-N, L.P.			Wilmington			USA
Trian Partners Strategic Investment Fund-A, L.P.			Wilmington			USA
Trian Partners Parallel Fund I, L.P.			Wilmington			USA
Trian Partners Master Fund, L.P.			Grand Cayman			Cayman Islands
Trian Partners, L.P.			Wilmington			USA

---

5. Date on which the threshold was crossed or reached

06-Jan-2023

6. Date on which Issuer notified

11-Jan-2023

7. Total positions of person(s) subject to the notification obligation

.

% of voting rights attached to shares (total of 8.A)

% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer

Resulting situation on the date on which threshold was crossed or reached

Below 5%

N/A

Below 5%

Below 5%

Position of previous notification (if applicable)

4.94%

0.20%

5.14%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)

Number of direct voting rights (DTR5.1)

Number of indirect voting rights (DTR5.2.1)

% of direct voting rights (DTR5.1)

% of indirect voting rights (DTR5.2.1)

JE00BJVNSS43

N/A

Below 5%

N/A

Below 5%

Sub Total 8.A

Below 5%

Below 5%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument

Expiration date

Exercise/conversion period

Number of voting rights that may be acquired if the instrument is exercised/converted

% of voting rights

Sub Total 8.B1

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument

Expiration date

Exercise/conversion period

Physical or cash settlement

Number of voting rights

% of voting rights

Sub Total 8.B2

---

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

Ultimate controlling person

Name of controlled undertaking

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Trian Fund Management GP, LLC

Trian Fund Management, L.P.

Trian Fund Management, L.P.

Each Trian entity listed in Section 4

10. In case of proxy voting

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional Information

Trian Fund Management, L.P. ("Trian Management") has full investment and voting discretion on behalf of each of the Trian entities listed in Section 4. Trian Fund Management GP, LLC is the general partner of Trian Management. Trian Fund Management GP, LLC is controlled by Nelson Peltz, Peter W. May and Edward P. Garden, who are therefore in a position to determine the investment and voting decisions by Trian Management and each of the Trian entities listed in Section 4. This notification was triggered by the distribution in-kind of 3,795,799 Ordinary Shares of Ferguson plc from Trian Investors 1, L.P., a fund managed by a subsidiary of Trian Management, to Trian Investors 1, Ltd. ("Trian Investors") in advance of a mandatory redemption deadline. The Board of Trian Investors has announced that it anticipates distributing these Ferguson shares in specie to Trian Investors shareholders.

12. Date of Completion

11-Jan-2023

13. Place Of Completion

New York

EXHIBIT 99.3

FERGUSON PLC (“Company”)

NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES (“PDMRs”) IN ORDINARY SHARES OF 10p EACH IN THE COMPANY (“Shares”)

On January 12, 2023 the Company granted the following awards to James Paisley, Chief Information Officer and a PDMR, under the following plans:

Ferguson Group Performance Ordinary Share Plan 2019 (“POSP”) and Ferguson Group Ordinary Share Plan 2019 (“OSP”)

Awards were made as set out in the table below under the POSP and OSP:

PDMR			POSP Conditional share award			OSP Conditional share award
J Paisley			9,332			1,999

The awards were granted as conditional share awards. No consideration is payable at allocation or on vesting of all or part of the awards. The POSP award will only vest upon, normally, continued employment and the achievement of certain corporate performance conditions measured over a three year period. Details of the performance conditions attached to the POSP award will be disclosed at the appropriate time in the relevant public disclosures required to be made by the Company. Subject to, normally, continued employment and the meeting of the performance conditions, the POSP award will vest on October 13, 2025.

The OSP award has no performance conditions and will normally vest, only subject to continued employment with the Company, on October 13, 2025.

The attached notifications, which have been made 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), provide further detail.

1			Details of the person discharging managerial responsibilities / person closely associated
a)			Name			James Paisley
2			Reason for the notification
a)			Position/status			Chief Information Officer
b)			Initial/Amendment notification			Initial notification
3			Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)			Name			Ferguson plc
b)			LEI			213800DU1LGY3R2S2X42
4			Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

---

a)

Description of the financial instrument, type of instrument Identification code

Ordinary Shares of 10p each ISIN: JE00BJVNSS43

b)

Nature of the transaction

The grant of conditional shares under the Ferguson Group Performance Ordinary Share Plan 2019

c)

Price(s) and volume(s)

Price(s) $0.00

Volume(s) 9,332

USD - United States Dollar

d)

Aggregated information –Aggregated volume –Price

Not applicable $0.00

e)

Date of the transaction

2023-01-12; UTC time

f)

Place of the transaction

Outside a Trading Venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

James Paisley

2

Reason for the notification

a)

Position/status

Chief Information Officer

b)

Initial/Amendment notification

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ferguson plc

b)

LEI

213800DU1LGY3R2S2X42

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument Identification code

Ordinary Shares of 10p each ISIN: JE00BJVNSS43

b)

Nature of the transaction

The grant of conditional shares under the Ferguson Group Ordinary Share Plan 2019

c)

Price(s) and volume(s)

Price(s) $0.00

Volume(s) 1,999

USD - United States Dollar

---

d)			Aggregated information –Aggregated volume –Price			Not applicable $0.00
e)			Date of the transaction			2023-01-12; UTC time
f)			Place of the transaction			Outside a Trading Venue

Enquiries:

Kate McCormick, Company Secretary

(00 44 118 927 3827)

January 13, 2023

Exhibit 99.4

January 16, 2023

FERGUSON PLC

Share repurchase program

Ferguson plc (the "Company") announces that, in continuation of its $2.5 billion share repurchase program (the "Program"), it has entered into a non-discretionary arrangement with its brokers J.P. Morgan Securities PLC and J.P. Morgan Securities LLC (together, “JPMS”) commencing from January 16, 2023 and ending no later than March 20, 2023.  JPMS, an independent third party, will make trading decisions concerning the timing of the purchases of the Company's shares independently of the Company. JPMS will carry out the instruction through the acquisition by JPMS, as principal for resale to, or agent on behalf of, the Company, of ordinary shares in the Company. JPMS may undertake transactions in shares (which may include sales and hedging activities, in addition to purchases which may take place on any available trading venue or on an over the counter basis) during the period of this tranche of the Program in order to manage its market exposure under this tranche of the Program. Disclosure of such transactions will not be made by JPMS as a result of or as part of this tranche of the Program, but JPMS will continue to make any disclosures it is otherwise legally required to make.

The maximum pecuniary amount allocated to this tranche of the Program is £145 million.  The value of shares repurchased by the Company under the Program pursuant to the various arrangements entered into with its brokers will not, in aggregate, exceed US$2,500 million.

The Company's shareholders generally authorized the Company to purchase up to a maximum of 20,845,062 of its ordinary shares at its Annual General Meeting held on November 30, 2022. Pursuant to such authority, the Company intends to continue purchasing shares under the Program. The aggregate number of shares acquired under such authority by the Company pursuant to the Program shall not exceed the maximum number of shares which the Company is authorized to purchase pursuant to such general authority. It is intended that any shares repurchased under the Program will be transferred into treasury.

The purpose of the Program is to reduce the capital of the Company. To the extent required, the Company may in the future use the repurchased shares to satisfy share awards. Any purchases of shares by the Company in relation to this tranche of the Program will be carried out on the London Stock Exchange and/or the New York Stock Exchange (in accordance with the terms of the arrangement entered into with JPMS) and in accordance with (and subject to the limits prescribed by) the Company's general authority to repurchase shares granted by its shareholders, the Market Abuse Regulation 596/2014 (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018), Rule 10b5-1 and Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended.

---

For further information please contact

Ferguson plc

Brian Lantz, Vice President IR and Communications			Mobile:			+1 224 285 2410
Pete Kennedy, Director of Investor Relations			Mobile:			+1 757 603 0111

Media Inquiries

John Pappas, Director of Financial Communications			Mobile:			+1 484 790 2727

About Ferguson plc

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 http://www.corporate.ferguson.com or follow us on LinkedIn https://www.linkedin.com/company/ferguson-enterprises.

Cautionary note regarding forward-looking statements

Certain information in this announcement is forward-looking within the meaning of the United States Private Securities Litigation Reform Act of 1995, including with relation to our share repurchase program and its purpose and timetable. Forward-looking statements cover all matters which are not historical facts and speak only as of the date on which they are made. Forward-looking statements can be identified by the use of forward-looking terminology such as "will," "intend," or other variations or comparable terminology. Many factors could cause actual results to differ materially from those in such forward-looking statements, including, but not limited to: risks associated with the relocation of our primary listing to the US and any volatility in our share price and shareholder base in connection therewith; weakness in the economy, market trends, uncertainty and other conditions in the markets in which we operate, and other factors beyond our control, including any macroeconomic or other consequences of the current conflict in Ukraine; failure to rapidly identify or effectively respond to direct and/or end customers' wants, expectations or trends, including costs and potential problems associated with new or upgraded information technology systems; adverse impacts caused by the COVID-19 pandemic (or related variants); unsuccessful execution of our operational strategies; and the risks and uncertainties set forth in our Form 10-K filed with the Securities and Exchange Commission ("SEC") on September 27, 2022, under the heading "Risk Factors," and in other documents we furnish to or file with the SEC in the future. 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 update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Exhibit 99.5

FERGUSON PLC

FIRST QUARTER DIVIDEND 2023

NOTICE OF DIVIDEND CURRENCY EXCHANGE RATE

 

On December 6, 2022, Ferguson plc (NYSE: FERG; LSE: FERG) (the "Company") announced its intention to pay a quarterly dividend of $0.75 per share (“Q1 Dividend”).

Eligible shareholders will receive their dividends in US dollars (“USD”), unless an election to receive dividends in pounds sterling (“GBP”) is completed and registered with the Company’s registrars. The deadline for the currency election in respect of the Q1 Dividend, was January 6, 2023, and was communicated to shareholders on December 6, 2022.

Set out below is the currency exchange rate for shareholders who will receive the Q1 Dividend in GBP. The GBP dividend per share figure has been rounded down to the nearest pence:

Dividend declared in USD			Exchange rate (GBP/USD)			Dividend to be paid for shareholders receiving dividends in GBP
$0.75 per share			1.21740			£0.61 per share

The Q1 Dividend will be paid on February 3, 2023, to shareholders who were on the register as at 8:00pm (ET) on December 16, 2022.

Inquiries:

Kate McCormick, Company Secretary			Tel: +44 (0) 118 927 3827
Brian Lantz, Vice President IR and Communications			Mobile: +1 224 285 2410