Ferguson Enterprises Inc. (“Company”): Director/PDMR Shareholding

Key Terms

restricted stock units financial

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalent financial

A dividend equivalent is a payment someone receives that matches the cash dividends paid on a stock, even though they don’t actually hold the shares. It often shows up in stock-based pay or certain derivatives, and matters to investors because it preserves the income value and alters the after-tax return and timing of payouts — think of it like getting a paycheck for the dividends you would have earned if you owned the stock directly.

omnibus equity incentive plan financial

A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.

person discharging managerial responsibilities regulatory

A person discharging managerial responsibilities is an individual who holds a senior role with authority to make or influence a company’s strategic or operational decisions, such as executives, board members, or other top managers. Investors care because these people often have access to confidential information and their buying or selling of company shares must be disclosed—like a referee who knows the score before the crowd, their actions can signal important, non-public insights about a company's prospects.

market abuse regulation regulatory

Market abuse regulation consists of laws and rules designed to prevent dishonest or manipulative practices in financial markets. It aims to ensure fair and transparent trading, so investors can trust that markets operate honestly, much like rules that keep a game fair. By reducing unfair advantages, it helps protect investor confidence and promotes healthy, efficient markets.

lei regulatory

A Legal Entity Identifier (LEI) is a unique 20-character code assigned to a company or organization that participates in financial markets, like a corporate passport number. It helps investors and regulators unambiguously identify counterparties across databases and transactions, reducing confusion much like using a vehicle identification number to track a car’s history; clearer identification improves transparency, risk monitoring, and regulatory reporting.

isin regulatory

A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.

NEWPORT NEWS, Va.--(BUSINESS WIRE)-- NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES (“PDMRs”) IN COMMON STOCK OF PAR VALUE $0.0001 EACH IN THE COMPANY (“Shares”)

Vesting of restricted stock units under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan (“Omnibus Plan”)

The restricted stock units granted under the Omnibus Plan on December 10, 2025, automatically vested on April 30, 2026, as set out in the table below:

Director	No. of Shares vesting	No. of dividend equivalent Shares accrued	Total no. of Shares vesting after any withholding for tax
G Drabble	323	3	228
R Agrawal	331	2	333
K Baker	331	2	333
R Beckwitt	331	2	333
C Halligan	331	2	333
B May	323	3	228
J Metcalf	331	2	333
A Murray	331	2	333
S Wood	331	2	333

The restricted stock units were subject to a dividend equivalent accrual. All Shares were released for nil consideration.

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	Geoff Drabble
2	Reason for the notification
a)	Position/status	Board Chair
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
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	Common stock of par value $0.0001 per share       ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting and after withholding for tax)
c)	Price(s) and volume(s)	Price(s)  Volume(s) £0.00     228     GBP – British Pound
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   £0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Rekha Agrawal
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
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	Common stock of par value $0.0001 per share       ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s)   Volume(s) $0.00      333     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Kelly Baker
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
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	Common stock of par value $0.0001 per share       ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s)   Volume(s) $0.00      333     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Richard Beckwitt
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
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	Common stock of par value $0.0001 per share       ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s)    Volume(s) $0.00       333     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Catherine Halligan
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
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	Common stock of par value $0.0001 per share       ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s)    Volume(s) $0.00       333     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Brian May
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
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	Common stock of par value $0.0001 per share       ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting and after withholding for tax)
c)	Price(s) and volume(s)	Price(s)    Volume(s) £0.00       228     GBP – British Pound
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   £0.00
e)	Date of the transaction	2026-04-30; 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 S. Metcalf
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
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	Common stock of par value $0.0001 per share       ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s)    Volume(s) $0.00       333     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Alan Murray
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
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	Common stock of par value $0.0001 per share       ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s)    Volume(s) $0.00       333     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Suzanne Wood
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
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	Common stock of par value $0.0001 per share       ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s)    Volume(s) $0.00       333     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

 

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Investor Inquiries:
Pete Kennedy, Vice President Investor Relations +1 757 603 0111
Christen Rusbarsky, Director, Investor Relations +1 443 528 2533

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Christine Dwyer, Vice President Communications and PR +1 757 469 5813

Source: Ferguson Enterprises Inc.