FERG insider activity: awards vested, sale at $234.55, 30,624 held

Rhea-AI Filing Summary

Ferguson Enterprises Inc. (FERG) Senior Vice President filed a Form 4 reporting multiple equity transactions on October 13–14, 2025. The reporting person received 5,559 shares from a 2022 performance award and 2,735 shares from a Conditional Share Award that vested on October 13, 2025. A withholding transaction of 3,678 shares at $231.47 and an open-market sale of 2,308 shares at $234.55 were reported.

On October 14, 2025, the officer was granted 930 RSUs under the 2023 plan, vesting in three equal annual installments beginning October 14, 2026, and 1,904 stock options at $235 per share expiring October 14, 2035, with the same vesting schedule. Following these transactions, direct beneficial ownership is 30,624 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^*

Thees William T. Jr

(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)
	Senior Vice President

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		5,559(1)	A	$0	32,945	D
Common Stock	10/13/2025		M		2,735(2)	A	$0	35,680	D
Common Stock	10/13/2025		F		3,678	D	$231.47	32,002	D
Common Stock	10/13/2025		S		2,308	D	$234.55	29,694	D
Common Stock	10/14/2025		A		930(3)	A	$0	30,624	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			2,735	(2)	(2)	Common Stock	2,735	$0	0	D
Stock Options (Right to Buy)	$235	10/14/2025		A		1,904		(4)	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 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:

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).
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FAQ

What did FERG’s Senior Vice President report on Form 4?

Multiple transactions on Oct 13–14, 2025, including awards settling into common stock, a withholding transaction, an open-market sale, and new RSU and option grants.

How many FERG shares were sold and at what price?

The filing reports a sale of 2,308 shares at $234.55 on October 13, 2025.

Which equity awards vested for the FERG officer?

A 5,559-share performance award (from an October 13, 2022 grant) and a 2,735-share Conditional Share Award vested on October 13, 2025.

What withholding transaction was reported?

A Form 4 code F transaction of 3,678 shares at $231.47 on October 13, 2025 was reported.

What new RSUs and options were granted to the FERG officer?

On October 14, 2025, 930 RSUs and 1,904 stock options (exercise price $235, expiration October 14, 2035) were granted.

What is the vesting schedule for the new RSUs and options?

Both vest in three equal annual installments beginning October 14, 2026, subject to continued service or eligible retirement.

How many FERG shares does the officer own after the transactions?

Direct beneficial ownership is 30,624 shares following the reported transactions.