Ferguson (NYSE: FERG) director reports tax withholding and RSU-related share grant

Rhea-AI Filing Summary

Ferguson Enterprises director Brian May reported routine equity-compensation adjustments rather than open-market trades. On an award vesting date, 98 shares of common stock were disposed of at $255.08 per share to cover tax obligations, a standard tax-withholding disposition. He also acquired 3 shares of common stock at no cost as dividend equivalents credited when Restricted Stock Units vested. Following these transactions, May directly holds 3,336 shares of Ferguson Enterprises common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider May Brian

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 — 3,336 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-withheld shares: 98 shares Tax-withholding value per share: $255.08 per share Dividend-equivalent shares granted: 3 shares +2 more

5 metrics

Tax-withheld shares 98 shares Common stock disposed to cover tax liability on 2026-04-30

Tax-withholding value per share $255.08 per share Value for 98 shares used to satisfy tax obligations

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

Post-transaction holdings 3,336 shares Common shares directly held after reported transactions

GBP/USD exchange rate 1.3475 Exchange rate of 1.00 GBP to 1.3475 USD as of 2026-04-29

Key Terms

tax-withholding disposition, Restricted Stock Units, dividend equivalents, grant, award, or other acquisition

4 terms

tax-withholding disposition financial

"98 shares of common stock were disposed of to cover tax obligations"

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.

Restricted Stock Units financial

"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

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

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.

grant, award, or other acquisition financial

"transaction code "A" described as Grant, award, or other acquisition"

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^*

May Brian

(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)		Other (specify below)

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	3,336	D
Common Stock	04/30/2026		F		98	D	$255.08(2)	3,238	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 Brian May report for Ferguson (FERG)?

Brian May reported routine equity-compensation entries, not market trades. On the vesting date, 98 shares were withheld to satisfy tax obligations, and 3 new shares were granted as dividend equivalents tied to vested Restricted Stock Units, leaving him with 3,336 shares held directly.

How many Ferguson (FERG) shares were withheld for Brian May’s taxes?

The filing shows 98 Ferguson common shares were disposed of to cover tax liabilities. This tax-withholding occurred at a value of $255.08 per share, reflecting payment of tax due on equity compensation rather than an open-market sale initiated by May.

What new Ferguson (FERG) shares did Brian May receive in this Form 4?

Brian May received 3 Ferguson common shares at no cost as dividend equivalents. According to the footnote, these shares were credited upon the vesting of his Restricted Stock Units, representing additional compensation linked to dividends paid during the RSU vesting period.

How many Ferguson (FERG) shares does Brian May hold after these transactions?

After the reported transactions, Brian May directly holds 3,336 Ferguson common shares. This figure reflects his position after 98 shares were withheld to cover taxes and 3 shares were added as dividend equivalents related to his vesting Restricted Stock Units.

Does Brian May’s Ferguson (FERG) Form 4 show him buying or selling shares in the market?

The Form 4 does not show open-market buying or selling. Instead, it records a tax-withholding disposition of 98 shares and a grant of 3 dividend-equivalent shares, both tied to equity compensation mechanics rather than discretionary trades in Ferguson stock.