FERG CEO reports 26,663 shares acquired, 8,800 sold; RSUs, options granted

Rhea-AI Filing Summary

Ferguson Enterprises (FERG) insider activity: The President & Chief Executive Officer reported multiple transactions. On 10/13/2025, 26,663 shares of Common Stock were acquired at $0 from settlement of an October 13, 2022 conditional share award, including 1,689 shares from dividend equivalents. That day also included a disposition of 12,063 shares at $231.47 (code F) and a sale of 8,800 shares at a VWAP of $234.1306, with sale prices ranging from $234.031 to $234.385. On 10/14/2025, 5,718 Restricted Stock Units were granted at $0, vesting in three equal annual installments beginning October 14, 2026, subject to continued service or eligible retirement. The reporting person beneficially owned 165,649 shares directly after these transactions.

Separately on 10/14/2025, 11,698 stock options were granted with a $235 exercise price, vesting in three equal annual installments beginning October 14, 2026, and expiring October 14, 2035.

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

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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^*

Murphy Kevin Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

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		26,663(1)(2)	A	$0	180,794	D
Common Stock	10/13/2025		F		12,063	D	$231.47	168,731	D
Common Stock	10/13/2025		S		8,800	D	$234.1306(3)	159,931	D
Common Stock	10/14/2025		A		5,718(4)	A	$0	165,649	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
Stock Options (Right to Buy)	$235	10/14/2025		A		11,698		(5)	10/14/2035	Common Stock	11,698	$0	11,698	D

Explanation of Responses:

1. The Common Stock was received in settlement of an October 13, 2022 grant under the Ferguson Enterprises Inc. Long Term Incentive Plan 2019 (Conditional Share Awards), pursuant to certification of performance on September 10, 2025 by the Compensation Committee.

2. Includes 1,689 shares of Common Stock received in respect of dividend equivalents with respect to such Conditional Share Awards.

3. The reported price represents the volume-weighted average price (VWAP) of shares sold on the New York Stock Exchange. Sale prices for the reported transaction reported ranged between $234.031 and $234.385. Full information regarding the number of shares of Common Stock sold at each separate price in the range will be provided to the SEC, the Issuer or its shareholders upon request.

4. 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.

5. The reported securities represent Stock Options granted under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan, which entitles the Reporting Person to receive the stated amount of Stock Options 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:

President & Chief Executive Officer 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).
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FAQ

What insider transactions did FERG’s CEO report on this Form 4?

On 10/13/2025, 26,663 shares were acquired at $0, 12,063 shares were disposed at $231.47 (code F), and 8,800 shares were sold at a VWAP of $234.1306.

How many Ferguson (FERG) shares did the CEO beneficially own after the reported transactions?

The reporting person beneficially owned 165,649 shares directly after the reported transactions.

What were the details of the RSU grant reported by FERG?

On 10/14/2025, 5,718 RSUs were granted at $0, vesting in three equal annual installments beginning October 14, 2026, subject to continued service or eligible retirement.

What stock options were granted to the FERG CEO and what are their terms?

On 10/14/2025, 11,698 options were granted with a $235 exercise price, vesting in three equal annual installments beginning October 14, 2026, expiring October 14, 2035.

What was the price range for the 8,800 FERG shares sold on 10/13/2025?

The sale used a VWAP of $234.1306, with prices ranging from $234.031 to $234.385.

What explains the 26,663 FERG shares acquired at $0 on 10/13/2025?

They were received upon settlement of an October 13, 2022 conditional share award, including 1,689 shares from dividend equivalents.