FERG insider logs awards, 3,000-share sale, and new options

Rhea-AI Filing Summary

Ferguson Enterprises (FERG) officer (SVP of Strategic Development) reported multiple equity transactions on October 13–14, 2025. On 10/13, the insider acquired 4,402 common shares at $0 from a 2022 performance award settlement and converted a 2,166 share conditional award (code M). The filing also shows a disposition of 2,912 shares at $231.47 (code F) and an open-market sale of 3,000 shares at a $233.5163 VWAP. On 10/14, the insider received 930 RSUs and 1,904 stock options at a $235 exercise price, expiring 10/14/2035. Following these, the insider directly owned 12,581 common shares.

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^*

Schlicher Jake

(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)
	SVP of Strategic Development

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		4,402(1)	A	$0	15,397	D
Common Stock	10/13/2025		M		2,166(2)	A	$0	17,563	D
Common Stock	10/13/2025		F		2,912	D	$231.47	14,651	D
Common Stock	10/13/2025		S		3,000	D	$233.5163(3)	11,651	D
Common Stock	10/14/2025		A		930(4)	A	$0	12,581	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			2,166	(2)	(2)	Common Stock	2,166	$0	0	D
Stock Options (Right to Buy)	$235	10/14/2025		A		1,904		(5)	10/14/2035	Common Stock	1,904	$0	1,904	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 price represents the volume-weighted average price (VWAP) of shares sold on the New York Stock Exchange. Sale prices for the reported transaction reported ranged between $233.510 and $233.605. Full information regarding the number of shares of Common Stock sold at each separate price in the range will be provided to the SEC, the Issuer or its shareholders upon request.

4. 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.

5. 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:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Ian Graham by Power of Attorney	10/15/2025
	** Signature of Reporting Person	Date
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FAQ

What did FERG’s insider report in this Form 4?

Multiple transactions on October 13–14, 2025, including share acquisitions from equity awards, a sale of 3,000 shares, RSU and stock option grants.

How many FERG shares did the insider own after these transactions?

The filing shows 12,581 common shares directly owned after the reported transactions.

What shares were acquired at $0 and why?

The insider acquired 4,402 shares at $0 from a 2022 performance award settlement and converted a 2,166 share Conditional Share Award (code M).

What shares were sold and at what price?

An open-market sale of 3,000 shares at a $233.5163 VWAP was reported on October 13, 2025 (code S).

What does the F-code transaction represent in this filing?

A disposition of 2,912 shares at $231.47 (code F) was reported; code F denotes a tax-related share withholding/disposition under SEC transaction codes.

What new equity awards were granted on October 14, 2025?

The insider received 930 RSUs and 1,904 stock options with a $235 exercise price expiring on 10/14/2035.

When do the RSUs and options vest?

Both the 930 RSUs and the 1,904 options vest in three equal annual installments beginning on October 14, 2026.