A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
Senior managers and company directors who have authority over business decisions and regular access to confidential information that could affect the share price. Investors watch their share dealings and required disclosures because these people are more likely to know important company news before the public; their buying or selling can signal confidence or raise red flags about potential insider information, much like a coach's moves revealing the team's true condition.
pdmrsregulatory
PDMRs are senior executives, directors or other people with significant decision-making authority whose buying or selling of a company’s shares must be reported under market rules. Investors watch PDMR disclosures because these trades can reveal how confident those running the company are in its prospects and because reporting helps prevent unfair advantage; think of it as noting the captain’s moves to gauge confidence in a ship’s course.
eu market abuse regulationregulatory
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.
isinfinancial
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.
Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.
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NEWPORT NEWS, Va.--(BUSINESS WIRE)--
This is an initial notification of transactions of persons discharging managerial responsibility (“PDMRs”) 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).
The Company announces that:
(1) Ian Graham, Chief Legal Officer & Corporate Secretary, entered into a Rule 10b5-1 plan in respect of common stock of par value $0.0001 each in the Company (“Shares”) (ISIN US31488V1070) that he will become beneficially entitled to receive, and beneficially own in connection with the vesting or settlement of certain of his Company equity awards, comprising: (i) his 2023 award granted under the Ferguson Enterprises Inc. Ordinary Share Plan 2019; (ii) his 2023 performance award granted under the Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019, (iii) his 2024 RSU award granted under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan and (iv) his 2025 RSU award granted under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan. The Rule 10b5-1 plan will expire on November 30, 2026, unless terminated earlier in accordance with its terms (including upon execution of all trades specified in the plan, at the election of the PDMR, or by the broker in specified circumstances).
(2) William Thees, Chief Operating Officer, entered into a Rule 10b5-1 plan in respect of common stock of par value $0.0001 each in the Company (“Shares”) (ISIN US31488V1070) that he will become beneficially entitled to receive, and beneficially own in connection with the vesting or settlement of certain of his Company equity awards, comprising: (i) his 2023 award granted under the Ferguson Enterprises Inc. Ordinary Share Plan 2019; (ii) his 2023 performance award granted under the Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019, (iii) his 2024 RSU award granted under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan and (iv) his 2025 RSU award granted under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan. The Rule 10b5-1 plan will expire on November 23, 2026, unless terminated earlier in accordance with its terms (including upon execution of all trades specified in the plan, at the election of the PDMR, or by the broker in specified circumstances).
(together, “Rule 10b5-1 Plans”)
Under the terms of the Rule 10b5-1 Plans, up to 100% of the net Shares delivered under those awards (being the Shares received after deduction of any Shares withheld to satisfy applicable tax withholding obligations) may be sold in accordance with the terms specified in the Rule 10b5-1 Plans. The first trading date will be no earlier than 90 days after the publication of this announcement. The Rule 10b5-1 Plans are revocable and modifiable during an open period.
The transactions took place outside a trading venue.
