Ferguson (FERG) chair reports tax withholding and RSU dividend-equivalent shares

Rhea-AI Filing Summary

Ferguson Enterprises director Geoff Drabble reported routine equity compensation-related transactions in company common stock. On April 30, 2026, 98 shares were disposed of at $255.08 per share to satisfy tax obligations, a non-market tax-withholding transaction. The same day, he acquired 3 shares at no cost as dividend equivalents that vested with Restricted Stock Units. After these movements, he directly holds 6,829 Ferguson shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Drabble Geoff

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3	$0.00	--
Tax Withholding	Common Stock	98	$255.08	$25K

Holdings After Transaction: Common Stock — 6,829 shares (Direct, null)

Footnotes (1)

1. Represents Common Stock received as dividend equivalents upon vesting of Restricted Stock Units. Based upon the exchange rate of 1.00 British Pounds to 1.3475 U.S. Dollars as of April 29, 2026.

Key Figures

Tax-withholding shares: 98 shares at $255.08 Dividend-equivalent shares granted: 3 shares at $0.00 Shares held after transactions: 6,829 shares +1 more

4 metrics

Tax-withholding shares 98 shares at $255.08 Common stock delivered for tax liability on 2026-04-30

Dividend-equivalent shares granted 3 shares at $0.00 Common stock received as dividend equivalents on RSU vesting

Shares held after transactions 6,829 shares Direct Ferguson common stock ownership after 2026-04-30

Foreign exchange rate 1.00 GBP = 1.3475 USD As of April 29, 2026, referenced in filing

Key Terms

Restricted Stock Units, dividend equivalents, tax-withholding disposition

3 terms

Restricted Stock Units financial

"Common Stock received as dividend equivalents upon vesting of Restricted Stock Units"

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 equivalents financial

"Represents Common Stock received as dividend equivalents upon vesting"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Drabble Geoff

(Last) (First) (Middle)

C/O FERGUSON ENTERPRISES INC.

751 LAKEFRONT COMMONS

(Street)

NEWPORT NEWS VIRGINIA 23606

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)	X	Other (specify below)
			Board Chair

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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

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

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

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	04/30/2026		A	V	3(1)	A	$0	6,829	D
Common Stock	04/30/2026		F		98	D	$255.08(2)	6,731	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

Explanation of Responses:

1. Represents Common Stock received as dividend equivalents upon vesting of Restricted Stock Units.

2. Based upon the exchange rate of 1.00 British Pounds to 1.3475 U.S. Dollars as of April 29, 2026.

Remarks:

	/s/ Ian Graham by Power of Attorney	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Geoff Drabble report at Ferguson (FERG)?

Geoff Drabble reported routine compensation-related transactions in Ferguson common stock. He had 98 shares withheld at $255.08 per share for taxes and received 3 additional shares as dividend equivalents upon Restricted Stock Unit vesting, ending with 6,829 directly held shares.

Was Geoff Drabble’s Form 4 for Ferguson (FERG) an open-market stock sale?

No, the filing shows a tax-withholding disposition, not an open-market sale. 98 shares were delivered to cover exercise price or tax liability, while 3 shares were granted as dividend equivalents, reflecting standard treatment of equity compensation rather than discretionary trading activity.

How many Ferguson (FERG) shares does Geoff Drabble hold after these transactions?

Following the reported transactions, Geoff Drabble directly owns 6,829 Ferguson common shares. This reflects a net increase from the 3 dividend-equivalent shares received and the 98 shares withheld for tax purposes, as disclosed in the non-derivative transaction table.

What price was used for the tax-withholding shares in the Ferguson (FERG) Form 4?

The 98 shares used for tax withholding were valued at $255.08 per Ferguson common share. This valuation is applied for reporting the payment of tax liability by delivering securities instead of cash in connection with equity compensation.

What do the dividend-equivalent shares in Geoff Drabble’s Ferguson (FERG) filing represent?

The 3 acquired shares represent common stock received as dividend equivalents upon vesting of Restricted Stock Units. Dividend equivalents provide additional shares mirroring cash dividends that would have been paid if the Restricted Stock Units had already been actual shares.

Does the Ferguson (FERG) Form 4 mention any foreign exchange rate details?

Yes. The filing notes an exchange rate of 1.00 British pound to 1.3475 U.S. dollars as of April 29, 2026, providing currency context for reported amounts connected to the equity transactions involving Geoff Drabble’s holdings.