Ferguson Enterprises (FERG) risk factors, FY2025 10-K

Ferguson Enterprises's FY2025 10-K, filed Sep 26, 2025, lists 35 risk factors. Against the prior year's 35: 2 new, 2 dropped, 19 substantially reworded.

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Risk factors listed
350 groups
New this year
2vs 35 last year
Dropped
2since the prior 10-K
Substantially reworded
19of those kept
Section length
13k wordsItem 1A

What the changes say

  • Supply chain disruptions and global trade tariffs represent key new operational vulnerabilities for the company.

What changed since the prior 10-K

New

  • New

    Operations and technology

    Disruptions in our supply chain or fulfillment network, including the loss of key suppliers, could materially harm our business.

  • New

    We rely on third parties to provide payment processing services, including the processing of credit cards, debit cards, and other forms of electronic payment. If these companies become unable to provide these services to us, or if their systems are compromised, it could potentially disrupt our business

    We face risks of payment processing disruptions, card fraud, data breaches, and fraudulent customer invoices or orders.

Dropped

  • Dropped

    Weakness in the economy, market trends, uncertainty and other conditions in the markets in which we operate, particularly in the U.S., may adversely affect the profitability and financial stability of our customers, and could negatively impact our sales growth and results of operations

  • Dropped

    A public health crisis could have a material adverse impact on our business and results of operations

    General economic uncertainty and U.S. market trends affecting customer profitability and financial stability.

Reworded

  • 100% rewritten

    Market conditions, competition, financial

    Updated U.S. net sales percentage reference from fiscal 2024 to fiscal 2025.

  • 99% rewritten

    Potential regional or global barriers to trade or a global trade war could increase the cost of our products, which could have a material adverse impact on the competitiveness of our products and our business, financial condition and results of operations

    Expanded to cover broad worldwide tariffs and retaliatory countermeasures rather than just U.S.-China trade tensions.

    Was: Potential regional or global barriers to trade or a global trade war could increase the cost of our products, which could adversely impact the competitiveness of our products and our financial results

  • 93% rewritten

    We have funding risks related to our defined benefit pension plans

    Clarified contribution requirements based on pension fund status and noted the U.K. plan's bulk annuity insurance policy.

  • 85% rewritten

    We are subject to payment-related risks that could increase our selling, general and administrative expenses, expose us to fraud or theft, subject us to potential liability, and potentially disrupt our business

    Added that the company sometimes passes a portion of payment processing fees along to customers.

  • 63% rewritten

    Corporate responsibility, specifically related to sustainability matters, may impose additional costs and expose us to new risks

    Added potential for litigation or regulatory enforcement regarding sustainability issues.

    Was: Corporate responsibility, specifically related to ESG matters, may impose additional costs and expose us to new risks

  • 59% rewritten

    A failure of a key information technology system or process could materially adversely affect the operations of our business

    Expanded IT system dependencies to explicitly include associate data, demand forecasting, and supply chain management.

    Was: A failure of a key information technology system or process could adversely affect the operations of our business

  • 56% rewritten

    We source, distribute and sell products from domestic and international suppliers. As of July 31, 2025, we had approximately 37,000 suppliers located in various countries around the world

    Added a specific figure stating the company had approximately 37,000 suppliers as of July 31, 2025.

    Was: We source, distribute and sell products from domestic and international suppliers, and their ability to reliably and efficiently fulfill our orders is critical to our business success. As of July 31, 2024, we had approximately 36,000 suppliers located in various countries around the world

  • 51% rewritten

    We have in the past and may in the future be adversely impacted by declines in the residential and non-residential markets

    Updated net sales breakdown references from fiscal 2024 to fiscal 2025 and updated Federal Reserve interest rate uncertainty.

    Was: We could be adversely impacted by declines in the residential and non-residential markets

  • 46% rewritten

    If we fail to qualify for supplier rebates or are unable to maintain or adequately renegotiate our rebate arrangements, our results of operations could be materially adversely affected

  • 44% rewritten

    Changes in tax law or interpretations thereof could have a material adverse effect on our business, financial condition, results of operations and cash flows

  • 35% rewritten

    Fluctuations in foreign currency may have an adverse effect on reported results of operations

  • 35% rewritten

    The Company is a holding company with no business operations of its own and depends on its subsidiaries for cash, including in order to pay dividends

  • 34% rewritten

    Moreover, competition could further intensify in the future as new entrants have increasing interest in our industry. Increased competition may result in reduced net sales, lower operating margins, reduced profitability, loss of market share and diminished brand recognition

  • 30% rewritten

    In order to compete, we must attract, retain and motivate key associates, and the failure to do so could have an adverse effect on our business, financial condition and results of operations

  • 30% rewritten

    The nature of our operations may expose our associates, contractors, customers, suppliers and other individuals to health and safety risks and we may incur property, casualty or other losses not covered by our insurance policies and damage to our reputation

  • 27% rewritten

    The industries in which we operate are highly competitive, and changes in competition could result in decreased demand for our products and related service offerings and could have a material adverse effect on our sales and profitability

  • 26% rewritten

    Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial condition or results of operations

    Was: Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters, could significantly affect our financial results or financial condition

  • 25% rewritten

    We cannot guarantee that our share repurchase program will be fully consummated or that our share repurchase program will enhance long-term shareholder value, and share repurchases could increase the volatility of the price of our common stock and could diminish our liquidity

  • 25% rewritten

    Our private label products subject us to certain increased risks such as regulatory, product liability and reputational risks that could have an adverse effect on our business, financial condition and results of operations

    Was: Our own brand products subject us to certain increased risks such as regulatory, product liability and reputational risks that could have an adverse effect on our business, results of operations and financial condition

All 35 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Market conditions, competition, financial100% rewritten
  2. 02We have in the past and may in the future be adversely impacted by declines in the residential and non-residential markets51% rewritten
  3. 03The industries in which we operate are highly competitive, and changes in competition could result in decreased demand for our products and related service offerings and could have a material adverse effect on our sales and profitability27% rewritten
  4. 04Moreover, competition could further intensify in the future as new entrants have increasing interest in our industry. Increased competition may result in reduced net sales, lower operating margins, reduced profitability, loss of market share and diminished brand recognition34% rewritten
  5. 05Fluctuating product prices have in the past and may in the future adversely affect our business, financial condition and results of operations
  6. 06We have funding risks related to our defined benefit pension plans93% rewritten
  7. 07Changes in our credit ratings and outlook may reduce access to capital and increase borrowing costs
  8. 08We may not be able to access the capital and credit markets on terms that are favorable to us
  9. 09Potential regional or global barriers to trade or a global trade war could increase the cost of our products, which could have a material adverse impact on the competitiveness of our products and our business, financial condition and results of operations99% rewritten
  10. 10Our strategy could be materially adversely affected by our indebtedness
  11. 11Fluctuations in foreign currency may have an adverse effect on reported results of operations35% rewritten
  12. 12Operations and technologyNew
  13. 13We source, distribute and sell products from domestic and international suppliers. As of July 31, 2025, we had approximately 37,000 suppliers located in various countries around the world56% rewritten
  14. 14Execution of our operational strategies could prove unsuccessful, which could have a material adverse effect on our business, financial condition and results of operations
  15. 15We may not rapidly identify or effectively respond to direct and/or end customers’ wants, expectations or trends, which could adversely affect our relationship with customers, our reputation, the demand for our products and our market share
  16. 16We offer more localized assortments of our products to appeal to needs within each end market. If we do not successfully evolve and differentiate to meet the individual needs and expectations of, or within, a particular end market, we may lose market share
  17. 17Acquisitions, partnerships, joint ventures and other business combinations or strategic transactions involve a number of risks, any of which could result in the benefits anticipated not being realized and could have an adverse effect on our business, financial condition and results of operations
  18. 18If we fail to qualify for supplier rebates or are unable to maintain or adequately renegotiate our rebate arrangements, our results of operations could be materially adversely affected46% rewritten
  19. 19A failure of a key information technology system or process could materially adversely affect the operations of our business59% rewritten
  20. 20We are subject to payment-related risks that could increase our selling, general and administrative expenses, expose us to fraud or theft, subject us to potential liability, and potentially disrupt our business85% rewritten
  21. 21We rely on third parties to provide payment processing services, including the processing of credit cards, debit cards, and other forms of electronic payment. If these companies become unable to provide these services to us, or if their systems are compromised, it could potentially disrupt our businessNew
  22. 22In order to compete, we must attract, retain and motivate key associates, and the failure to do so could have an adverse effect on our business, financial condition and results of operations30% rewritten
  23. 23Failure to achieve and maintain a high level of product and service quality and comply with responsible sourcing standards could damage our reputation and negatively impact our business, financial condition and results of operations
  24. 24The nature of our operations may expose our associates, contractors, customers, suppliers and other individuals to health and safety risks and we may incur property, casualty or other losses not covered by our insurance policies and damage to our reputation30% rewritten
  25. 25We have risks related to the management and protection of our facilities and inventory, including risks of personal injury to customers, suppliers or associates
  26. 26Changes in tax law or interpretations thereof could have a material adverse effect on our business, financial condition, results of operations and cash flows44% rewritten
  27. 27Our private label products subject us to certain increased risks such as regulatory, product liability and reputational risks that could have an adverse effect on our business, financial condition and results of operations25% rewritten
  28. 28We are and may continue to be involved in legal proceedings in the ordinary course of our business, and while we cannot predict the outcomes of those proceedings and other contingencies with certainty, some of these outcomes may adversely impact our business, financial condition, results of operations and cash flows
  29. 29Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial condition or results of operations26% rewritten
  30. 30Corporate responsibility, specifically related to sustainability matters, may impose additional costs and expose us to new risks63% rewritten
  31. 31The obligations associated with being a public company require significant resources and management attention and result in significant legal and financial compliance costs, and changing laws, regulations and standards are creating uncertainty for public companies
  32. 32Our ability to pay dividends or effect other returns of capital in the future depends, among other things, on our financial performance
  33. 33We cannot guarantee that our share repurchase program will be fully consummated or that our share repurchase program will enhance long-term shareholder value, and share repurchases could increase the volatility of the price of our common stock and could diminish our liquidity25% rewritten
  34. 34The Company is a holding company with no business operations of its own and depends on its subsidiaries for cash, including in order to pay dividends35% rewritten
  35. 35The price of our common stock may be subject to market price volatility and its market price may decline disproportionately in response to developments that are unrelated to our operating performance

Other Ferguson Enterprises 10-Ks

  • FY2024 10-K risk factors
    35 risks

    Ferguson's risk profile is dominated by U.S. macroeconomic exposure, with 95% of net sales generated domestically in fiscal 2024.

    Filed Sep 25, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.