Form 4: Ferguson CFO Reports Significant Equity Transactions

Ferguson Enterprises Inc. CFO William Brundage reported multiple transactions involving common stock and derivative securities, including acquisitions from incentive plans and sales for tax obligations and open market.

Summary

• William Brundage, Chief Financial Officer and Director of Ferguson Enterprises Inc. (FERG), reported changes in his beneficial ownership of company securities.
• On October 13, 2025, Brundage acquired 9,938 shares of common stock at a price of $0, stemming from the settlement of a 2022 Long Term Incentive Plan grant, which included 630 shares from dividend equivalents.
• Following this acquisition, Brundage's direct beneficial ownership of common stock was 60,103 shares.
• On the same date, Brundage disposed of 4,472 shares of common stock at $231.47 per share for tax withholding purposes, reducing his direct ownership to 55,631 shares.
• Also on October 13, 2025, Brundage sold 3,000 shares of common stock on the open market at an average price of $233.323 per share, bringing his direct ownership to 52,631 shares.
• On October 14, 2025, Brundage acquired 1,648 Restricted Stock Units (RSUs) at a price of $0 under the 2023 Omnibus Equity Incentive Plan, which will vest in three equal annual installments starting October 14, 2026.
• This RSU acquisition increased his direct beneficial ownership of common stock to 54,279 shares.
• Additionally, on October 14, 2025, Brundage acquired 3,373 stock options at a price of $0, with an exercise price of $235 per share, also under the 2023 Omnibus Equity Incentive Plan.
• These stock options will vest in three equal annual installments beginning October 14, 2026, and have an expiration date of October 14, 2035.
• A Limited Power of Attorney was executed on July 18, 2024, authorizing certain individuals to execute Section 16 reports on Brundage's behalf.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including both acquisitions from incentive plans and sales for tax and personal reasons. This is a neutral event for the company's operational or financial performance.

Positives

• Acquisition of 9,938 shares of common stock from a Long Term Incentive Plan settlement demonstrates continued equity participation and alignment with shareholder interests.
• Receipt of 630 shares from dividend equivalents indicates the company's dividend policy benefits equity holders.
• Grant of 1,648 Restricted Stock Units and 3,373 Stock Options under the 2023 Omnibus Equity Incentive Plan signifies ongoing commitment and future performance incentives for the CFO.

Negatives

• Disposition of 4,472 shares of common stock for tax withholding reduces direct ownership.
• Sale of 3,000 shares of common stock on the open market reduces the CFO's direct equity stake in the company.

Risks

• The filing does not contain specific risks related to the company's operations or financial health. The reported transactions are routine insider disclosures.

Future Outlook

The Restricted Stock Units and Stock Options granted to the CFO are scheduled to vest in three equal annual installments, commencing on October 14, 2026, contingent on continued service or eligible retirement.

Industry Context

This Form 4 filing details routine insider transactions for a publicly traded company's executive. Such filings are standard disclosures and do not typically provide broader industry context or trends.

Corporate Governance

Related Party Transactions

• Acquisition of 9,938 shares of common stock from the Ferguson Enterprises Inc. Long Term Incentive Plan 2019.
• Grant of 1,648 Restricted Stock Units and 3,373 Stock Options under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan.

Stakeholder Impact

• Shareholders: The transactions represent routine insider activity. The acquisitions from incentive plans align management's interests with shareholders, while sales for tax and personal reasons are common. The overall impact on shareholder value is likely minimal.
• Employees: The grants under the 2023 Omnibus Equity Incentive Plan indicate the company's ongoing use of equity-based compensation, which can be a positive for employee retention and motivation, particularly for key personnel.

Next Steps

• First vesting of Restricted Stock Units and Stock Options on October 14, 2026.

Key Dates

Keywords

Ferguson Enterprises, FERG, Insider Trading, Form 4, Stock Options, Restricted Stock Units, CFO, Beneficial Ownership, Equity Incentive Plan, Long Term Incentive Plan