FERG insider filing: awards settled, RSUs granted, sale disclosed

Rhea-AI Filing Summary

Ferguson Enterprises (FERG) Chief Accounting Officer filed a Form 4 detailing multiple equity transactions. On 10/13/2025, the officer acquired 1,263 shares at $0 from a 2019 performance plan and 622 shares at $0 upon settlement of a conditional share award; 851 shares were withheld at $231.47 for taxes. On 10/14/2025, 1,034 shares were sold at $232.70, and 287 Restricted Stock Units were granted at $0. Following these transactions, the officer directly owned 1,745 shares.

Insights

Securities law analyst

Routine Form 4 with grants, vesting, tax withholding, and a sale.

The filing lists standard insider activity by the Chief Accounting Officer: settlement of performance-based and conditional awards on 10/13/2025, a tax-withholding transaction, an open-market sale on 10/14/2025, and a new RSU grant.

Key figures include 1,263 and 622 shares acquired at $0, 851 shares withheld at $231.47, a sale of 1,034 shares at $232.70, and 287 RSUs granted, vesting in three equal annual installments beginning 10/14/2026.

These events are typical for equity compensation administration. The filing notes direct ownership of 1,745 shares after the reported transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Winckler Richard

(Last) (First) (Middle)

C/O FERGUSON ENTERPRISES INC.

751 LAKEFRONT COMMONS

(Street)

NEWPORT NEWS VA 23606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ferguson Enterprises Inc. /DE/ [ FERG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/13/2025		A		1,263(1)	A	$0	2,721	D
Common Stock	10/13/2025		M		622(2)	A	$0	3,343	D
Common Stock	10/13/2025		F		851	D	$231.47	2,492	D
Common Stock	10/14/2025		S		1,034	D	$232.7	1,458	D
Common Stock	10/14/2025		A		287(3)	A	$0	1,745	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Conditional Share Award	(2)	10/13/2025		M			622	(2)	(2)	Common Stock	622	$0	0	D

Explanation of Responses:

1. The Common Stock was received in settlement of an October 13, 2022 grant under the Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019, pursuant to certification of performance on September 10, 2025 by the Compensation Committee.

2. The Common Stock was received in settlement of a Conditional Share Award that vested on October 13, 2025.

3. The reported securities represent Restricted Stock Units granted under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan, which entitles the Reporting Person to receive the stated amount of Common Stock in three equal annual installments beginning on October 14, 2026 (the Vesting Dates), subject to the Reporting Person's continued service through the Vesting Dates or retirement, if eligible.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Ian Graham by Power of Attorney	10/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did FERG's Chief Accounting Officer report on the Form 4?

Equity award settlements, a tax-withholding transaction, an open-market sale, and a new RSU grant.

How many FERG shares were sold and at what price?

1,034 shares were sold at $232.70 on 10/14/2025.

What awards vested or were settled in this filing?

1,263 shares from a 2019 performance plan and 622 shares from a conditional share award, both at $0.

How many shares were withheld for taxes and at what price?

851 shares were withheld at $231.47.

What new RSUs were granted and when do they vest?

287 RSUs were granted, vesting in three equal annual installments beginning 10/14/2026.

How many FERG shares did the officer own after these transactions?

The officer directly owned 1,745 shares following the reported transactions.