Were the Ferguson (FERG) Form 4 transactions open-market buys or compensation-related?

The transactions were compensation-related, not open-market buys. They are coded as awards and footnotes state shares came from exempt dividend reinvestment and dividend equivalents on vesting Restricted Stock Units, typical for equity-based director compensation programs.

Ferguson (FERG) director adds stock through dividend reinvestment and RSU awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ferguson Enterprises Inc. (FERG) director Kelly A. Baker reported small stock acquisitions tied to dividends and equity awards. On April 29–30, 2026, Baker acquired 2.0000, 1.2268, and 3.5020 shares of common stock, all coded as awards rather than open-market purchases.

The filing explains that some shares were gained through exempt dividend reinvestment transactions and others as dividend equivalents when Restricted Stock Units vested. After these routine compensation-related transactions, Baker directly holds 3,205.5254 shares of Ferguson common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Baker Kelly A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1.227	$263.18	$322.87
Grant/Award	Common Stock	2	$0.00	--
Grant/Award	Common Stock	3.502	$255.52	$894.83

Holdings After Transaction: Common Stock — 3,203.525 shares (Direct, null)

Footnotes (1)

These shares were acquired through exempt dividend reinvestment transactions and are being voluntarily reported. Represents Common Stock received as dividend equivalents upon vesting of Restricted Stock Units.

Key Figures

Awarded shares 1: 2.0000 shares Awarded shares 2: 1.2268 shares Awarded shares 3: 3.5020 shares +1 more

4 metrics

Awarded shares 1 2.0000 shares Common Stock grant on April 30, 2026

Awarded shares 2 1.2268 shares Common Stock grant at $263.1800 on April 30, 2026

Awarded shares 3 3.5020 shares Common Stock grant at $255.5200 on April 29, 2026

Post-transaction holdings 3,205.5254 shares Common Stock directly held after transactions

Key Terms

exempt dividend reinvestment transactions, dividend equivalents, Restricted Stock Units, Grant, award, or other acquisition

4 terms

exempt dividend reinvestment transactions financial

"These shares were acquired through exempt dividend reinvestment transactions and are being voluntarily reported"

dividend equivalents financial

"Represents Common Stock received as dividend equivalents upon vesting of Restricted Stock Units"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Restricted Stock Units financial

"received as dividend equivalents upon vesting of Restricted Stock Units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 04:39 PM

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).

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^*

Baker Kelly A

(Last)

(First)

(Middle)

C/O FERGUSON ENTERPRISES INC.

751 LAKEFRONT COMMONS

(Street)

NEWPORT NEWS

VIRGINIA

23606

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2026		A⁽¹⁾	V	3.502	A	$255.52	3,202.2986	D
Common Stock	04/30/2026		A⁽¹⁾	V	1.2268	A	$263.18	3,203.5254	D
Common Stock	04/30/2026		A	V	2⁽²⁾	A	$0	3,205.5254	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were acquired through exempt dividend reinvestment transactions and are being voluntarily reported.

2. Represents Common Stock received as dividend equivalents upon vesting of Restricted Stock Units.

Remarks:

	/s/ Ian Graham by Power of Attorney	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Ferguson (FERG) director Kelly A. Baker report in this Form 4?

Kelly A. Baker reported acquiring small amounts of Ferguson common stock through dividend-related awards. The transactions were classified as grants or other acquisitions, not open-market purchases, and modestly increased Baker’s direct holdings in the company.

How many Ferguson (FERG) shares does Kelly A. Baker hold after these transactions?

After the reported transactions, Kelly A. Baker directly holds 3,205.5254 shares of Ferguson common stock. This figure reflects the cumulative position following the dividend reinvestment and dividend-equivalent share acquisitions disclosed in the Form 4.

What do dividend reinvestment transactions mean in this Ferguson (FERG) filing?

Dividend reinvestment transactions mean cash dividends were automatically used to acquire additional Ferguson shares. The Form 4 notes these dividend-based acquisitions were exempt transactions and are being voluntarily reported, indicating routine, programmatic share accumulation.

What are dividend equivalents on Restricted Stock Units in Ferguson (FERG) stock?

Dividend equivalents on Restricted Stock Units are additional Ferguson shares granted to mirror dividends paid on common stock. When the RSUs vest, these dividend equivalents are delivered as common shares, slightly increasing the recipient’s equity position without a cash outlay.