Ferguson Enterprises insider logs awards, sales and new options

Rhea-AI Filing Summary

Ferguson Enterprises (FERG) officer reported multiple equity transactions on October 13–14, 2025. Non-derivative activity included 5,435 shares acquired from a 2022 performance award settlement, 2,674 shares from a vested conditional share award, a tax-withholding sale of 3,245 shares at $231.47, an open-market sale of 4,864 shares at $233.22, and an award of 797 restricted stock units. Following these, 8,566 common shares were beneficially owned directly.

Derivative activity showed the settlement of the conditional share award for 2,674 underlying shares and a grant of 1,632 stock options with a $235 exercise price, expiring October 14, 2035, vesting in three equal annual installments beginning October 14, 2026.

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^*

Graham Ian T.

(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)

	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		5,435(1)	A	$0	13,204	D
Common Stock	10/13/2025		M		2,674(2)	A	$0	15,878	D
Common Stock	10/13/2025		F		3,245	D	$231.47	12,633	D
Common Stock	10/13/2025		S		4,864	D	$233.22	7,769	D
Common Stock	10/14/2025		A		797(3)	A	$0	8,566	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
Conditional Share Award	(2)	10/13/2025		M			2,674	(2)	(2)	Common Stock	2,674	$0	0	D
Stock Options (Right to Buy)	$235	10/14/2025		A		1,632		(4)	10/14/2035	Common Stock	1,632	$0	1,632	D

Explanation of Responses:

1. The Common Stock was received in settlement of an October 13, 2022 grant under the Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019, pursuant to certification of performance on September 10, 2025 by the Compensation Committee.

2. The Common Stock was received in settlement of a Conditional Share Award that vested on October 13, 2025.

3. 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.

4. 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:

Chief Legal Officer & Corporate Secretary 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).
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 did FERG’s officer report on insider activity?

Transactions on October 13–14, 2025 included share acquisitions from award settlements, two sales, an RSU grant, and a stock option grant.

How many FERG shares were acquired from awards?

5,435 shares from a 2022 performance award settlement and 2,674 shares from a conditional share award that vested on October 13, 2025.

What FERG shares were sold and at what prices?

3,245 shares were sold to cover taxes at $231.47 and 4,864 shares were sold at $233.22.

What is the officer’s FERG share ownership after these transactions?

8,566 common shares were beneficially owned directly following the reported transactions.

What RSUs and options did the FERG officer receive?

797 restricted stock units and 1,632 stock options with a $235 exercise price, expiring October 14, 2035.

When do the new FERG awards vest?

Both the RSUs and options vest in three equal annual installments beginning on October 14, 2026.