Form 4: Ferguson Officer Reports Equity Transactions

James A. Paisley, Chief Digital and Information Officer at Ferguson Enterprises Inc., reported a series of equity transactions including acquisitions from incentive plans and sales of common stock.

Summary

• Acquired 4,064 shares of common stock on October 13, 2025, from the settlement of a January 12, 2023 grant under the Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019, following performance certification on September 10, 2025.
• Acquired 1,999 shares of common stock on October 13, 2025, from the settlement of a Conditional Share Award that vested on the same date.
• Disposed of 2,688 shares of common stock on October 13, 2025, at a price of $231.47 per share, to cover tax liabilities.
• Sold 3,000 shares of common stock on October 14, 2025, at a volume-weighted average price of $236.9687 per share.
• Acquired 731 Restricted Stock Units (RSUs) on October 14, 2025, under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan, which will vest in three equal annual installments beginning on October 14, 2026.
• Acquired 1,496 Stock Options on October 14, 2025, with an exercise price of $235, under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan, which will vest in three equal annual installments beginning on October 14, 2026, and expire on October 14, 2035.
• Following these reported transactions, James A. Paisley directly beneficially owns 2,942 shares of common stock and 1,496 stock options.

Sentiment

Score: 5

Explanation: This is a routine insider transaction report detailing equity compensation and personal stock management, which typically does not indicate a strong positive or negative sentiment for the company's outlook.

Positives

• Acquisition of 4,064 shares of common stock from a performance-based incentive plan, indicating the achievement of performance targets certified by the Compensation Committee.
• Receipt of 1,999 shares from a vested Conditional Share Award, reflecting earned compensation.
• Grant of 731 Restricted Stock Units and 1,496 Stock Options under the 2023 Omnibus Equity Incentive Plan, aligning management's interests with long-term shareholder value through future vesting.

Negatives

• Disposition of 2,688 shares of common stock at $231.47 to satisfy tax obligations, reducing direct beneficial ownership.
• Sale of 3,000 shares of common stock at an average price of $236.9687, further reducing direct beneficial ownership.

Risks

• The vesting of 731 Restricted Stock Units and 1,496 Stock Options is contingent upon the reporting person's continued service through the specified vesting dates or eligible retirement.

Future Outlook

The reporting person is entitled to receive stated amounts of Common Stock from Restricted Stock Units and Stock Options in three equal annual installments beginning on October 14, 2026, subject to continued service through the vesting dates or eligible retirement.

Industry Context

NA

Stakeholder Impact

• Shareholders gain transparency into the equity holdings and compensation activities of a key executive, which can inform their understanding of management's alignment with company performance.

Next Steps

• Future vesting of Restricted Stock Units and Stock Options in three equal annual installments beginning October 14, 2026.

Key Dates

Keywords

Ferguson Enterprises, FERG, insider trading, Form 4, equity transactions, stock options, restricted stock units, James A. Paisley, officer transactions