Form 4: Ferguson Director Rekha Agrawal Receives RSU Grant

Ferguson Enterprises Inc. Director Rekha Agrawal was granted 331 Restricted Stock Units under the company's 2023 Omnibus Equity Incentive Plan, aligning her interests with shareholders.

Summary

• Rekha Agrawal, a Director of Ferguson Enterprises Inc. (FERG), acquired 331 shares of common stock.
• The transaction occurred on December 10, 2025.
• These shares represent Restricted Stock Units (RSUs) granted under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan.
• The RSUs have a vesting date tied to the Issuer's next annual meeting of stockholders, contingent on Ms. Agrawal's continued service.
• Following this transaction, Ms. Agrawal beneficially owns 1,565 shares of common stock.

Sentiment

Score: 6

Explanation: The filing reports a routine grant of Restricted Stock Units to a director, which is a standard compensation practice aimed at aligning interests. It is neither significantly positive nor negative for the company's immediate financial outlook but reflects ongoing corporate governance.

Positives

• The grant of 331 Restricted Stock Units (RSUs) to Director Rekha Agrawal aligns her interests with those of shareholders, as the value of the RSUs is tied to the company's stock performance.
• The grant is part of the company's 2023 Omnibus Equity Incentive Plan, indicating a structured approach to executive and director compensation.

Negatives

• No specific negative aspects are identified in this routine insider transaction filing.

Risks

• The vesting of the RSUs is subject to the reporting person's continued service through the next annual meeting of stockholders, meaning the shares are not immediately owned and could be forfeited if service ceases.

Future Outlook

The 331 Restricted Stock Units granted to Director Rekha Agrawal are scheduled to vest on the date of the Issuer's next annual meeting of stockholders, provided she continues her service to the company until that date.

Management Comments

• No direct quotes or paraphrased statements from company management are included in this Form 4 filing.

Industry Context

The grant of Restricted Stock Units (RSUs) to a director is a common practice in corporate compensation structures across various industries. It serves to align the interests of directors with long-term shareholder value by tying a portion of their compensation to the company's stock performance and continued service.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as part of director compensation is a widely adopted practice among publicly traded companies, including those in the distribution and building materials sector where Ferguson Enterprises operates.
• Companies like HD Supply Holdings, Inc. (HDS) or Builders FirstSource, Inc. (BLDR) often utilize similar equity incentive plans to compensate their non-employee directors, typically involving grants of stock options, restricted stock, or RSUs that vest over time or upon specific events.
• The vesting schedule tied to the next annual meeting of stockholders is a standard approach for director RSU grants, ensuring continued engagement and alignment through the annual governance cycle.

Corporate Governance

Related Party Transactions

• The grant of Restricted Stock Units to Director Rekha Agrawal constitutes a related party transaction, as it involves compensation from the company to a member of its board of directors. This is a standard and disclosed form of related party compensation.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with shareholder value creation, as the value of the RSUs is directly tied to the company's stock performance.
• Employees: No direct impact on general employees is indicated by this director-specific compensation filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated.

Next Steps

• The Restricted Stock Units are expected to vest at the Issuer's next annual meeting of stockholders, subject to the director's continued service.

Key Dates

Keywords

Ferguson Enterprises Inc., FERG, Form 4, Restricted Stock Units, RSU grant, Insider transaction, Director compensation, Equity incentive plan, Corporate governance