Ferguson Enterprises COO William Thees sells shares

The sales were reported under a trading plan established on May 27, 2026, while vesting of Restricted Stock Units produced dividend-equivalent shares.

Rhea-AI Filing Summary

Ferguson Enterprises COO William T. Thees Jr. reported selling 217 shares at $220.63 per share on October 14, 2026, and 353 shares at $224.50 per share on October 15, 2026; both sales were made under a Rule 10b5-1 trading plan established May 27, 2026. He also received 1 and 18 shares, respectively, as dividend equivalents upon vesting of Restricted Stock Units. On those dates, 94 and 290 shares, respectively, were delivered or withheld for payment of exercise price or tax liability.

Insider Trade Summary 10b5-1

Net Seller: 570 shares

Net Sell 6 txns

Insider Thees William T. Jr

Role Chief Operating Officer

Sold 570 shs ($127K)

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	290	$222.94	$65K
Grant/Award	Common Stock F1	18	$0.00	$0.00
Sale	Common Stock F2	353	$224.50	$79K
Exercise Price or Tax Liability	Common Stock	94	$222.86	$21K
Grant/Award	Common Stock F1	1	$0.00	$0.00
Sale	Common Stock F2	217	$220.63	$48K

Holdings After Transaction: Common Stock — 31,745 shares (Direct)

Footnotes (2)

1. F1. Represents Common Stock received as dividend equivalents upon vesting of Restricted Stock Units.
2. F2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on May 27, 2026.

Key Figures

Shares sold: 217 shares Sale price: $220.63 per share Shares sold: 353 shares +5 more

8 metrics

Shares sold 217 shares October 14, 2026

Sale price $220.63 per share Sale on October 14, 2026

Shares sold 353 shares October 15, 2026

Sale price $224.50 per share Sale on October 15, 2026

Shares delivered or withheld for payment of exercise price or tax liability 94 shares October 14, 2026

Shares delivered or withheld for payment of exercise price or tax liability 290 shares October 15, 2026

Dividend-equivalent shares received upon vesting of Restricted Stock Units 1 share October 14, 2026

Dividend-equivalent shares received upon vesting of Restricted Stock Units 18 shares October 15, 2026

Key Terms

Rule 10b5-1 trading plan, dividend equivalents, Restricted Stock Units

3 terms

Rule 10b5-1 trading plan financial

"pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

dividend equivalents financial

"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.

Restricted Stock Units financial

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many FERG shares did the COO sell, and at what prices?

William T. Thees Jr., Ferguson Enterprises' chief operating officer, reported selling 217 shares at $220.63 per share on October 14, 2026, and 353 shares at $224.50 per share on October 15, 2026. Both sales were made under a Rule 10b5-1 trading plan established May 27, 2026.

What other FERG stock transactions did William T. Thees Jr. report?

He reported receiving 1 share on October 14, 2026, and 18 shares on October 15, 2026, as dividend equivalents upon vesting of Restricted Stock Units. He also reported 94 and 290 shares delivered or withheld for payment of exercise price or tax liability on those dates, respectively.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/16/2026 - 09:52 AM EDT Accepted by SEC EDGAR 10/16/2026 - 09:52 AM EDT Learn about SEC filing dates

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).

X

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^*

Thees William T. Jr

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2026

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	10/14/2026		F		94	D	$222.86	32,586	D
Common Stock	10/14/2026		A	V	1(1)	A	$0	32,587	D
Common Stock	10/14/2026		S		217(2)	D	$220.63	32,370	D
Common Stock	10/15/2026		F		290	D	$222.94	32,080	D
Common Stock	10/15/2026		A	V	18(1)	A	$0	32,098	D
Common Stock	10/15/2026		S		353(2)	D	$224.5	31,745	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

Explanation of Responses:

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

2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on May 27, 2026.

Remarks:

	/s/ Ian Graham by Power of Attorney	10/16/2026
	** 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)