Form 4: Ferguson SVP Boosts Equity Holdings Amid Grants

Ferguson Enterprises Senior Vice President William T. Thees Jr. reported a series of equity transactions, including grants of performance shares, restricted stock units, and stock options, alongside some dispositions for tax and sale.

Summary

• William T. Thees Jr., Senior Vice President of Ferguson Enterprises Inc., reported multiple equity transactions.
• Acquired 5,559 shares of common stock on October 13, 2025, from the settlement of a 2022 performance share grant, certified on September 10, 2025.
• Acquired 2,735 shares of common stock on October 13, 2025, from the vesting of a conditional share award.
• Disposed of 3,678 shares of common stock on October 13, 2025, at $231.47 per share, likely for tax withholding.
• Sold 2,308 shares of common stock on October 13, 2025, at $234.55 per share.
• Received a grant of 930 Restricted Stock Units (RSUs) on October 14, 2025, which will vest in three equal annual installments starting October 14, 2026.
• Received a grant of 1,904 Stock Options on October 14, 2025, with an exercise price of $235, vesting in three equal annual installments starting October 14, 2026, and expiring on October 14, 2035.
• Beneficial ownership of common stock increased to 30,624 shares, and 1,904 stock options were added.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive due to significant equity grants (performance shares, RSUs, stock options) which align executive incentives with long-term company performance. While there were dispositions, one was for tax withholding and the other a sale, which are common and do not significantly detract from the overall positive signal of the grants.

Positives

• Receipt of 5,559 shares from a performance share plan, indicating achievement of performance targets.
• Vesting of 2,735 shares from a conditional share award.
• Grant of 930 Restricted Stock Units (RSUs) and 1,904 Stock Options, aligning management incentives with shareholder value.
• The grants demonstrate continued confidence in the company's future performance and executive retention.

Negatives

• Disposition of 3,678 shares for tax withholding purposes.
• Sale of 2,308 shares of common stock.

Future Outlook

The grants of Restricted Stock Units and Stock Options with future vesting dates indicate a long-term incentive structure for the Senior Vice President, aligning future performance with compensation.

Management Comments

• The Common Stock was received in settlement of an October 13, 2022 grant under the Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019, pursuant to certification of performance on September 10, 2025 by the Compensation Committee.
• The Common Stock was received in settlement of a Conditional Share Award that vested on October 13, 2025.
• 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 specific to an individual executive's compensation and equity transactions and does not provide broader industry context or trends.

Corporate Governance

Stakeholder Impact

• Shareholders: The grants of performance shares, RSUs, and stock options align the Senior Vice President's interests with long-term shareholder value creation. The sale of a portion of shares is a routine event and unlikely to have a significant impact.
• Employees: The equity incentive plans mentioned (Performance Ordinary Share Plan 2019, 2023 Omnibus Equity Incentive Plan) indicate a structured approach to executive compensation, which can be a positive signal for broader employee incentive programs.

Next Steps

• Vesting of 930 Restricted Stock Units in three equal annual installments beginning October 14, 2026.
• Vesting of 1,904 Stock Options in three equal annual installments beginning October 14, 2026.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation grants and associated dispositions (tax withholding and a sale). While the grants align executive incentives with long-term company performance, the transactions are not substantial enough in isolation to warrant a change in investment recommendation. The filing provides no new fundamental information about the company's operations or financial health that would alter an investor's outlook.

Keywords

Ferguson Enterprises, FERG, Insider Trading, Form 4, Equity Grant, Stock Options, Restricted Stock Units, Performance Shares, Executive Compensation, William T. Thees Jr.