Form 4: Ferguson CEO Reports Stock Transactions

Ferguson Enterprises Inc. CEO Kevin Murphy disclosed recent changes in his beneficial ownership of company common stock, restricted stock units, and stock options.

Summary

• Kevin Michael Murphy, President & Chief Executive Officer and Director of Ferguson Enterprises Inc. (FERG), reported multiple transactions.
• On October 13, 2025, Murphy acquired 26,663 shares of Common Stock at $0, resulting from the settlement of a 2022 Long Term Incentive Plan grant, including 1,689 shares from dividend equivalents.
• On the same date, he disposed of 12,063 shares of Common Stock at $231.47 for tax withholding purposes.
• Also on October 13, 2025, Murphy sold 8,800 shares of Common Stock on the open market at a volume-weighted average price of $234.1306.
• On October 14, 2025, Murphy acquired 5,718 Restricted Stock Units (RSUs) at $0, granted under the 2023 Omnibus Equity Incentive Plan. These RSUs vest in three equal annual installments starting October 14, 2026.
• Additionally, on October 14, 2025, he acquired 11,698 Stock Options at $0, with an exercise price of $235, also granted under the 2023 Omnibus Equity Incentive Plan. These options vest in three equal annual installments beginning October 14, 2026, and expire on October 14, 2035.
• Following these transactions, Murphy beneficially owns 165,649 shares of Common Stock and 11,698 Stock Options.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including both acquisitions through incentive plans and dispositions for tax/personal reasons. It reflects standard executive compensation practices and does not indicate a significant positive or negative shift in company prospects.

Positives

• Acquisition of 26,663 shares of Common Stock through a long-term incentive plan settlement, indicating performance achievement.
• Receipt of 1,689 shares of Common Stock from dividend equivalents, reflecting ongoing shareholder benefits.
• Grant of 5,718 Restricted Stock Units and 11,698 Stock Options, aligning management incentives with long-term company performance.

Negatives

• Disposition of 12,063 shares of Common Stock for tax withholding purposes, reducing direct share ownership.
• Sale of 8,800 shares of Common Stock on the open market, which reduces direct equity exposure.

Risks

• The Limited Power of Attorney explicitly states that neither the Company nor any attorney-in-fact assumes liability for the undersigned's responsibility to comply with Exchange Act or Securities Act requirements, including reporting and profit disgorgement under Section 16(b) or Rule 144 safe harbor.
• The reporting person remains solely responsible for compliance with all obligations under the Exchange Act and Securities Act.

Future Outlook

The Restricted Stock Units and Stock Options granted to Kevin Murphy will vest in three equal annual installments, commencing on October 14, 2026, contingent upon his continued service or eligible retirement. The Stock Options have an expiration date of October 14, 2035.

Management Comments

• The Common Stock was received in settlement of an October 13, 2022 grant under the Ferguson Enterprises Inc. Long Term Incentive Plan 2019 (Conditional Share Awards), pursuant to certification of performance on September 10, 2025 by the Compensation Committee.
• 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.
• 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.

Industry Context

This filing is a routine insider transaction report, common across all publicly traded companies, reflecting executive compensation and personal investment decisions. It does not provide specific industry-wide insights but indicates the company's ongoing use of equity-based incentive plans for its leadership, a standard practice in many industries to align executive interests with shareholder value.

Corporate Governance

Related Party Transactions

• Transactions involve the President & CEO of Ferguson Enterprises Inc. acquiring and disposing of company securities, which are inherently related-party dealings in the context of insider reporting.

Stakeholder Impact

• Shareholders: Provides transparency into executive stock ownership and compensation, which can influence investor confidence. The sales are routine and not indicative of a lack of confidence. The grants align executive interests with long-term shareholder value.
• Employees: The grants of RSUs and Stock Options are part of executive compensation, which can set a precedent or reflect the company's overall compensation philosophy.

Next Steps

• First vesting of Restricted Stock Units and Stock Options on October 14, 2026.
• Subsequent annual vesting installments for RSUs and Stock Options.
• Expiration of Stock Options on October 14, 2035.

Key Dates

Keywords

Ferguson Enterprises, FERG, Kevin Murphy, Insider Trading, Form 4, Stock Options, Restricted Stock Units, Common Stock, Executive Compensation, Beneficial Ownership