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.

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.

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.

eu market abuse regulation regulatory

A set of EU-wide rules that prevent cheating in financial markets by banning insider trading, market manipulation, and misleading disclosure; it also requires timely public release of key company information so everyone can play on a level field. For investors, it reduces the risk that prices are driven by secret deals or false signals, making markets fairer and more reliable for deciding when to buy or sell — like referees enforcing fair play in a game.

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”)

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

On December 10, 2025, the Company issued restricted stock units to nine Directors under the Omnibus Plan as set out in the table below:

Director		Number of Restricted Stock Units
G Drabble		323
R Agrawal		331
K Baker		331
R Beckwitt		331
C Halligan		331
B May		323
J Metcalf		331
A Murray		331
S Wood		331

No consideration is payable at allocation or on vesting. The awards have no performance conditions and will vest, subject to continued service to the Company, at the next annual meeting of stockholders.

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	A grant of restricted stock units under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan
c)	Price(s) and volume(s)	Price(s)    Volume(s) £0.00        323     GBP – British Pound
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   £0.00
e)	Date of the transaction	2025-12-10; 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	A grant of restricted stock units under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan
c)	Price(s) and volume(s)	Price(s)    Volume(s) $0.00        331     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2025-12-10; 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	A grant of restricted stock units under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan
c)	Price(s) and volume(s)	Price(s)    Volume(s) $0.00        331     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2025-12-10; 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	A grant of restricted stock units under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan
c)	Price(s) and volume(s)	Price(s)    Volume(s) $0.00        331     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2025-12-10; 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	A grant of restricted stock units under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan
c)	Price(s) and volume(s)	Price(s)    Volume(s) $0.00        331     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2025-12-10; 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	A grant of restricted stock units under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan
c)	Price(s) and volume(s)	Price(s)    Volume(s) £0.00        323     GBP – British Pound
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   £0.00
e)	Date of the transaction	2025-12-10; 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	A grant of restricted stock units under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan
c)	Price(s) and volume(s)	Price(s)    Volume(s) $0.00        331     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2025-12-10; 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	A grant of restricted stock units under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan
c)	Price(s) and volume(s)	Price(s)    Volume(s) $0.00        331     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2025-12-10; 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	A grant of restricted stock units under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan
c)	Price(s) and volume(s)	Price(s)    Volume(s) $0.00        331     USD - United States Dollar
d)	Aggregated information   - Aggregated volume   - Price	Not applicable   $0.00
e)	Date of the transaction	2025-12-10; UTC time
f)	Place of the transaction	Outside a Trading Venue

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20251215654406/en/

Investor Inquiries:

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

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

Media Inquiries:

Christine Dwyer, Senior Director Communications and Public Relations +1 757 469 5813

Source: Ferguson Enterprises Inc.