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  4. [Form 4] Ferguson Enterprises Inc. /DE/ Insider Trading Activity

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

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Thees William T. Jr
Role Senior Vice President
Sold 2,308 shs ($541K)
Approx. gross sale proceeds $541K
Approx. exercise cost $0.00
Type Security Shares Price Value
Grant/Award Stock Options (Right to Buy) 1,904 $0.00 $0.00
Grant/Award Common Stock 930 $0.00 $0.00
Exercise Conditional Share Award 2,735 $0.00 $0.00
Grant/Award Common Stock 5,559 $0.00 $0.00
Exercise Common Stock 2,735 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 3,678 $231.47 $851K
Sale Common Stock 2,308 $234.55 $541K
Holdings After Transaction: Conditional Share Award — 0 shares (Direct); Stock Options (Right to Buy) — 1,904 shares (Direct); Common Stock — 30,624 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. The Common Stock was received in settlement of a Conditional Share Award that vested on October 13, 2025.
  3. F3. 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. F4. 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.

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Form 4 Insider Transactions: What Each Field Means →

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.
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).
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).
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.

Source: View Original Filing on SEC EDGAR