Ferguson (NYSE: FERG) director adjusts stake after RSU and tax share moves

Rhea-AI Filing Summary

Ferguson Enterprises Inc. director and Board Chair updates share holdings following equity awards activity. On 12/03/2025, the reporting person acquired 20 shares of Common Stock at $0, received as dividend equivalents upon the vesting of Restricted Stock Units. On the same date, 278 shares of Common Stock were disposed of in a transaction coded "F" at a price of $251.44 per share, reflecting shares withheld to cover obligations tied to the award. After these transactions, the director directly owned 6,503 shares of Ferguson Common Stock.

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).

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

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

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	12/03/2025		A	V	20(1)	A	$0	6,781	D
Common Stock	12/03/2025		F		278	D	$251.44(2)	6,503	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 1.3213 U.S. Dollars as of December 2, 2025.

Remarks:

	/s/ Ian Graham by Power of Attorney	12/05/2025
	** 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.
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FAQ

What insider transaction did Ferguson (FERG) report in this Form 4?

The filing reports that a Ferguson Enterprises Inc. director and Board Chair acquired 20 shares of Common Stock as dividend equivalents and disposed of 278 shares on 12/03/2025, leaving 6,503 shares directly owned.

Why did the Ferguson (FERG) director receive 20 additional shares?

The 20 shares of Common Stock were received as dividend equivalents upon the vesting of Restricted Stock Units, meaning the director received extra shares in lieu of cash dividends on those units.

What does the transaction code "F" mean in the Ferguson (FERG) Form 4?

The transaction code "F" indicates shares of Common Stock were disposed of to satisfy obligations associated with an equity award, at a reported price of $251.44 per share.

How many Ferguson (FERG) shares does the director own after these transactions?

Following the reported transactions on 12/03/2025, the director directly owns 6,503 shares of Ferguson Enterprises Inc. Common Stock.

Was a Rule 10b5-1 trading plan indicated in this Ferguson (FERG) Form 4?

The form includes a checkbox to indicate if transactions were made under a Rule 10b5-1(c) trading plan, but the excerpt does not show that this box was marked.

How was the $251.44 per share price in the Ferguson (FERG) Form 4 determined?

The price of $251.44 per share is stated as being based on an exchange rate of 1.00 British Pound to 1.3213 U.S. Dollars as of December 2, 2025.