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Ferguson Enterprises Inc. (“Company”): Director/PDMR Shareholding

17th Oct 2025 11:45

 

NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES (“PDMRs”) IN COMMON STOCK OF PAR VALUE $0.0001 EACH IN THE COMPANY (“Shares”)

Vesting of the Ferguson Enterprises Inc. Long Term Incentive Plan 2019 (“LTIP”), Ferguson Enterprises Inc. Ordinary Share Plan 2019 (“OSP”) and Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019 (“POSP”) (together, “the Plans”)

The conditional shares granted under the Plans on October 13, 2022, automatically vested on October 13, 2025. The LTIP was subject to a dividend equivalent accrual. All resulting shares were released for nil consideration.

Ratable vesting of the Restricted Stock Unit Awards (“RSU Awards”) under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan (“Omnibus Plan”)

The RSU Awards granted under the Omnibus Plan on October 15, 2024, vest in three equal annual instalments. The first instalment vested on October 15, 2025. All resulting shares under the ratable Restricted Stock Unit Awards were released for nil consideration.

Following the vestings under the Plans and the Omnibus Plan, all PDMRs sold shares between October 13 and 16, 2025.

Awards made under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan (“Omnibus Plan”)

On October 14, 2025, the Company granted Performance Awards, Restricted Stock Unit Awards and Non-Qualified Stock Option Awards under the Omnibus Plan. Details of the vesting criteria and performance conditions attached to the awards will be disclosed at the appropriate time in the relevant public disclosures required to be made by the Company.

The attached notifications, which have been made in accordance with the requirements of the EU Market Abuse Regulation (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018), provide further details.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Kevin Murphy

2

Reason for the notification

a)

Position/status

President & Chief Executive Officer

b)

Initial/Amendment notification

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ferguson Enterprises Inc.

b)

LEI

2138003JYQMRP3SLX189

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Common stock of par value $0.0001 per share

ISIN: US31488V1070

b)

Nature of the transaction

1. The automatic vesting of a conditional share award granted in October 2022 under the LTIP (including dividend equivalents arising from the vesting and after withholding for tax)

2. The sale of Shares stemming from vesting of LTIP

3. The automatic ratable vesting of Restricted Stock Unit Awards granted in October 2024 under the Omnibus Plan (including dividend equivalents arising from the vesting and after withholding for tax)

4. A grant of Restricted Stock Units under the Omnibus Plan

5. A grant of Performance Stock Units under the Omnibus Plan

6. A grant of Non-Qualified Stock Options under the Omnibus Plan

c)

Price(s) and volume(s)

1. Vesting of LTIP

Price(s) Volume(s)

$0.00 14,600

2. Sale of Shares stemming from LTIP vesting

Price(s) Volume(s)

$234.031 5,313

$234.170 871

$234.171 200

$234.280 132

$234.285 100

$234.290 500

$234.300 216

$234.310 318

$234.320 150

$234.330 100

$234.385 900

3. Ratable vesting of Restricted Stock Unit Awards

Price(s) Volume(s)

$0.00 2,693

4. Grant of Restricted Stock Units

Price(s) Volume(s)

$0.00 5,718

5. Grant of Performance Stock Units

Price(s) Volume(s)

$0.00 19,060

6. Grant of Non-Qualified Stock Options

Price(s) Volume(s)

$0.00 11,698

USD - US Dollars

d)

Aggregated information

1. Vesting of LTIP

Volume(s) Price(s)

- Aggregated volume

Not applicable $0.00

2. Sale of Shares stemming from LTIP vesting

- Price

Volume(s) Price(s)

8,880 $2,060,348.313

3. Ratable vesting of Restricted Stock Unit Awards

Volume(s) Price(s)

Not applicable $0.00

4. Grant of Restricted Stock Units

Volume(s) Price(s)

Not applicable $0.00

5. Grant of Performance Stock Units

Volume(s) Price(s)

Not applicable $0.00

6. Grant of Non-Qualified Stock Options

Volume(s) Price(s)

Not applicable $0.00

e)

Date of the transaction

1. 2025-10-13; UTC time

2. 2025-10-13; UTC time

3. 2025-10-15; UTC time

4. 2025-10-14; UTC time

5. 2025-10-14; UTC time

6. 2025-10-14; UTC time

f)

Place of the transaction

1. Outside a Trading Venue

2. New York Stock Exchange

3. Outside a Trading Venue

4. Outside a Trading Venue

5. Outside a Trading Venue

6. Outside a Trading Venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

William Brundage

2

Reason for the notification

a)

Position/status

Chief Financial Officer

b)

Initial/Amendment notification

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ferguson Enterprises Inc.

b)

LEI

2138003JYQMRP3SLX189

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Common stock of par value $0.0001 per share

ISIN: US31488V1070

b)

Nature of the transaction

1. The automatic vesting of a conditional share award granted in October 2022 under the LTIP (including dividend equivalents arising from the vesting and after withholding for tax)

2. The sale of Shares stemming from vesting of LTIP

3. The automatic ratable vesting of Restricted Stock Unit Awards granted in October 2024 under the Omnibus Plan (including dividend equivalents arising from the vesting and after withholding for tax)

4. A grant of Restricted Stock Units under the Omnibus Plan

5. A grant of Performance Stock Units under the Omnibus Plan

6. A grant of Non-Qualified Stock Options under the Omnibus Plan

c)

Price(s) and volume(s)

Vesting of LTIPPrice(s) Volume(s)$0.00 5,466 Sale of Shares stemming from LTIP vestingPrice(s) Volume(s)$233.323 3,000 Ratable vesting of Restricted Stock Unit AwardsPrice(s) Volume(s)$0.00 806 Grant of Restricted Stock UnitsPrice(s) Volume(s)$0.00 1,648 Grant of Performance Stock UnitsPrice(s) Volume(s)$0.00 5,496 Grant of Non-Qualified Stock OptionsPrice(s) Volume(s)$0.00 3,373USD - US Dollars

d)

Aggregated information

- Aggregated volume

- Price

Vesting of LTIPVolume(s) Price(s)Not applicable $0.00 Sale of Shares stemming from LTIP vestingVolume(s) Price(s)Not applicable $699,969.000 Ratable vesting of Restricted Stock Unit AwardsVolume(s) Price(s)Not applicable $0.00 Grant of Restricted Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Performance Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Non-Qualified Stock OptionsVolume(s) Price(s)Not applicable $0.00

e)

Date of the transaction

1. 2025-10-13; UTC time

2. 2025-10-13; UTC time

3. 2025-10-15; UTC time

4. 2025-10-14; UTC time

5. 2025-10-14; UTC time

6. 2025-10-14; UTC time

f)

Place of the transaction

1. Outside a Trading Venue

2. New York Stock Exchange

3. Outside a Trading Venue

4. Outside a Trading Venue

5. Outside a Trading Venue

6. Outside a Trading Venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Robert Camposano

2

Reason for the notification

a)

Position/status

Senior Vice President

b)

Initial/Amendment notification

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ferguson Enterprises Inc.

b)

LEI

2138003JYQMRP3SLX189

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Common stock of par value $0.0001 per share

ISIN: US31488V1070

b)

Nature of the transaction

1. The automatic vesting of a conditional share award granted in October 2022 under the OSP (after withholding for tax)

2. The automatic vesting of a conditional share award granted in October 2022 under the POSP (after withholding for tax)

3. The sale of Shares stemming from OSP and POSP vesting

4. The automatic ratable vesting of Restricted Stock Unit Awards granted in October 2024 under the Omnibus Plan (after withholding for tax)

5. A grant of Restricted Stock Units under the Omnibus Plan

6. A grant of Performance Stock Units under the Omnibus Plan

7. A grant of Non-Qualified Stock Options under the Omnibus Plan

c)

Price(s) and volume(s)

Vesting of OSPPrice(s) Volume(s)$0.00 527 Vesting of POSPPrice(s) Volume(s)$0.00 1,072 Sale of Shares stemming from OSP and POSP vestingPrice(s) Volume(s)$233.460 86.802$233.221 1,513.000 Ratable vesting of Restricted Stock Unit AwardsPrice(s) Volume(s)$0.00 169 Grant of Restricted Stock UnitsPrice(s) Volume(s)$0.00 797 Grant of Performance Stock UnitsPrice(s) Volume(s)$0.00 2,658 Grant of Non-Qualified Stock OptionsPrice(s) Volume(s)$0.00 1,632

USD - US Dollars

d)

Aggregated information

- Aggregated volume

- Price

Vesting of OSPVolume(s) Price(s)Not applicable $0.00 Vesting of POSPVolume(s) Price(s)Not applicable $0.00 Sale of Shares stemming from OSP and POSP vestingVolume(s) Price(s)1,599.802 $373,128.168 Ratable vesting of Restricted Stock Unit AwardsVolume(s) Price(s)Not applicable $0.00 Grant of Restricted Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Performance Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Non-Qualified Stock OptionsVolume(s) Price(s)Not applicable $0.00

e)

Date of the transaction

1. 2025-10-13; UTC time

2. 2025-10-13; UTC time

3. 2025-10-13; UTC time

4. 2025-10-15; UTC time

5. 2025-10-14; UTC time

6. 2025-10-14; UTC time

7. 2025-10-14; UTC time

f)

Place of the transaction

1. Outside a Trading Venue

2. Outside a Trading Venue

3. New York Stock Exchange

4. Outside a Trading Venue

5. Outside a Trading Venue

6. Outside a Trading Venue

7. Outside a Trading Venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Ian Graham

2

Reason for the notification

a)

Position/status

Chief Legal Officer & Corporate Secretary

b)

Initial/Amendment notification

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ferguson Enterprises Inc.

b)

LEI

2138003JYQMRP3SLX189

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Common stock of par value $0.0001 per share

ISIN: US31488V1070

b)

Nature of the transaction

1. The automatic vesting of a conditional share award granted in October 2022 under the OSP (after withholding for tax)

2. The automatic vesting of a conditional share award granted in October 2022 under the POSP (after withholding for tax)

3. The sale of Shares stemming from OSP and POSP vesting

4. The automatic ratable vesting of Restricted Stock Unit Awards granted in October 2024 under the Omnibus Plan (including dividend equivalents arising from the vesting and after withholding for tax)

5. The sale of Shares including shares stemming from ratable vesting of Restricted Stock Unit Awards

6. A grant of Restricted Stock Units under the Omnibus Plan

7. A grant of Performance Stock Units under the Omnibus Plan

8. A grant of Non-Qualified Stock Options under the Omnibus Plan

c)

Price(s) and volume(s)

Vesting of OSPPrice(s) Volume(s)$0.00 1,646 Vesting of POSPPrice(s) Volume(s)$0.00 3,218 Sale of Shares stemming from OSP and POSP vestingPrice(s) Volume(s)$233.220 4,864.00 Ratable vesting of Restricted Stock Unit AwardsPrice(s) Volume(s)$0.00 365 Sale of Shares including Shares stemming from ratable vesting of Restricted Stock Unit AwardsPrice(s) Volume(s)$239.310 400.921$239.359 205.000 Grant of Restricted Stock UnitsPrice(s) Volume(s)$0.00 797 Grant of Performance Stock UnitsPrice(s) Volume(s)$0.00 2,658 Grant of Non-Qualified Stock OptionsPrice(s) Volume(s)$0.00 1,632

USD - US Dollars

d)

Aggregated information

- Aggregated volume

- Price

Vesting of OSPVolume(s) Price(s)Not applicable $0.00 Vesting of POSPVolume(s) Price(s)Not applicable $0.00 Sale of Shares stemming from OSP and POSP vestingVolume(s) Price(s)Not applicable $1,134,382.080 Ratable vesting of Restricted Stock Unit AwardsVolume(s) Price(s)Not applicable $0.00 Sale of Shares including Shares stemming from ratable vesting of Restricted Stock Unit AwardsVolume(s) Price(s)605.921 $145,013 Grant of Restricted Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Performance Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Non-Qualified Stock OptionsVolume(s) Price(s)Not applicable $0.00

e)

Date of the transaction

1. 2025-10-13; UTC time

2. 2025-10-13; UTC time

3. 2025-10-13; UTC time

4. 2025-10-15; UTC time

5. 2025-10-15; UTC time

6. 2025-10-14; UTC time

7. 2025-10-14; UTC time

8. 2025-10-14; UTC time

f)

Place of the transaction

1. Outside a Trading Venue

2. Outside a Trading Venue

3. New York Stock Exchange

4. Outside a Trading Venue

5. New York Stock Exchange

6. Outside a Trading Venue

7. Outside a Trading Venue

8. Outside a Trading Venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

James Paisley

2

Reason for the notification

a)

Position/status

Chief Digital & Information Officer

b)

Initial/Amendment notification

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ferguson Enterprises Inc.

b)

LEI

2138003JYQMRP3SLX189

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Common stock of par value $0.0001 per share

ISIN: US31488V1070

b)

Nature of the transaction

1. The automatic vesting of a conditional share award granted in January 2023 under the OSP (after withholding for tax)

2. The automatic vesting of a conditional share award granted in January 2023 under the POSP (after withholding for tax)

3. The sale of Shares stemming from OSP and POSP vesting

4. The automatic ratable vesting of Restricted Stock Unit Awards granted in October 2024 under the Omnibus Plan (including dividend equivalents arising from the vesting and after withholding for tax)

5. A grant of Restricted Stock Units under the Omnibus Plan

6. A grant of Performance Stock Units under the Omnibus Plan

7. A grant of Non-Qualified Stock Options under the Omnibus Plan

c)

Price(s) and volume(s)

Vesting of OSPPrice(s) Volume(s)$0.00 1,144 Vesting of POSPPrice(s) Volume(s)$0.00 2,231 Sale of Shares stemming from OSP and POSP vestingPrice(s) Volume(s)$237.090 201$236.960 2,799 Ratable vesting of Restricted Stock Unit AwardsPrice(s) Volume(s)$0.00 339 Grant of Restricted Stock UnitsPrice(s) Volume(s)$0.00 731 Grant of Performance Stock UnitsPrice(s) Volume(s)$0.00 2,436 Grant of Non-Qualified Stock OptionsPrice(s) Volume(s)$0.00 1,496

USD - US Dollars

d)

Aggregated information

- Aggregated volume

- Price

Vesting of OSPVolume(s) Price(s)Not applicable $0.00 Vesting of POSPVolume(s) Price(s)Not applicable $0.00 Sale of Shares stemming from OSP and POSP vestingVolume(s) Price(s)3,000 $710,906.130 Ratable vesting of Restricted Stock Unit AwardsVolume(s) Price(s)Not applicable $0.00 Grant of Restricted Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Performance Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Non-Qualified Stock OptionsVolume(s) Price(s)Not applicable $0.00

e)

Date of the transaction

1. 2025-10-13; UTC time

2. 2025-10-13; UTC time

3. 2025-10-14; UTC time

4. 2025-10-15; UTC time

5. 2025-10-14; UTC time

6. 2025-10-14; UTC time

7. 2025-10-14; UTC time

f)

Place of the transaction

1. Outside a Trading Venue

2. Outside a Trading Venue

3. New York Stock Exchange

4. Outside a Trading Venue

5. Outside a Trading Venue

6. Outside a Trading Venue

7. Outside a Trading Venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Jake Schlicher

2

Reason for the notification

a)

Position/status

Chief Strategy Officer

b)

Initial/Amendment notification

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ferguson Enterprises Inc.

b)

LEI

2138003JYQMRP3SLX189

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Common stock of par value $0.0001 per share

ISIN: US31488V1070

b)

Nature of the transaction

1. The automatic vesting of a conditional share award granted in October 2022 under the OSP (after withholding for tax)

2. The automatic vesting of a conditional share award granted in October 2022 under the POSP (after withholding for tax)

3. The sale of Shares stemming from OSP and POSP vesting

4. The automatic ratable vesting of Restricted Stock Unit Awards granted in October 2024 under the Omnibus Plan (including dividend equivalents arising from the vesting and after withholding for tax)

5. A grant of Restricted Stock Units under the Omnibus Plan

6. A grant of Performance Stock Units under the Omnibus Plan

7. A grant of Non-Qualified Stock Options under the Omnibus Plan

c)

Price(s) and volume(s)

Vesting of OSPPrice(s) Volume(s)$0.00 1,240 Vesting of POSPPrice(s) Volume(s)$0.00 2,416 Sale of Shares stemming from OSP and POSP vestingPrice(s) Volume(s)$233.605 200$233.510 2,800 Ratable vesting of Restricted Stock Unit AwardsPrice(s) Volume(s)$0.00 310 Grant of Restricted Stock UnitsPrice(s) Volume(s)$0.00 930 Grant of Performance Stock UnitsPrice(s) Volume(s)$0.00 3,102 Grant of Non-Qualified Stock OptionsPrice(s) Volume(s)$0.00 1,904

USD - US Dollars

d)

Aggregated information

- Aggregated volume

- Price

Vesting of OSPVolume(s) Price(s)Not applicable $0.00 Vesting of POSPVolume(s) Price(s)Not applicable $0.00 Sale of Shares stemming from OSP and POSP vestingVolume(s) Price(s)3,000 $700,549.000 Ratable vesting of Restricted Stock Unit AwardsVolume(s) Price(s)Not applicable $0.00 Grant of Restricted Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Performance Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Non-Qualified Stock OptionsVolume(s) Price(s)Not applicable $0.00

e)

Date of the transaction

1. 2025-10-13; UTC time

2. 2025-10-13; UTC time

3. 2025-10-13; UTC time

4. 2025-10-15; UTC time

5. 2025-10-14; UTC time

6. 2025-10-14; UTC time

7. 2025-10-14; UTC time

f)

Place of the transaction

1. Outside a Trading Venue

2. Outside a Trading Venue

3. New York Stock Exchange

4. Outside a Trading Venue

5. Outside a Trading Venue

6. Outside a Trading Venue

7. Outside a Trading Venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Allison Stirrup

2

Reason for the notification

a)

Position/status

Chief Human Resources Officer

b)

Initial/Amendment notification

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ferguson Enterprises Inc.

b)

LEI

2138003JYQMRP3SLX189

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Common stock of par value $0.0001 per share

ISIN: US31488V1070

b)

Nature of the transaction

1. The automatic vesting of a conditional share award granted in October 2022 under the OSP (after withholding for tax)

2. The automatic vesting of a conditional share award granted in October 2022 under the POSP (after withholding for tax)

3. The sale of Shares stemming from OSP and POSP vesting

4. A charitable donation by way of a gift of Shares

5. The automatic ratable vesting of Restricted Stock Unit Awards granted in October 2024 under the Omnibus Plan (including dividend equivalents arising from the vesting and after withholding for tax)

6. A grant of Restricted Stock Units under the Omnibus Plan

7. A grant of Performance Stock Units under the Omnibus Plan

8. A grant of Non-Qualified Stock Options under the Omnibus Plan

c)

Price(s) and volume(s)

Vesting of OSPPrice(s) Volume(s)$0.00 270 Vesting of POSPPrice(s) Volume(s)$0.00 550 Sale of Shares stemming from OSP and POSP vestingPrice(s) Volume(s)$234.200 0.995$234.223 820 Charitable gift of SharesPrice(s) Volume(s)$0.00 70 Ratable vesting of Restricted Stock Unit AwardsPrice(s) Volume(s)$0.00 165 Grant of Restricted Stock UnitsPrice(s) Volume(s)$0.00 731 Grant of Performance Stock UnitsPrice(s) Volume(s)$0.00 2,436 Grant of Non-Qualified Stock OptionsPrice(s) Volume(s)$0.00 1,496

USD - US Dollars

d)

Aggregated information

- Aggregated volume

- Price

Vesting of OSPVolume(s) Price(s)Not applicable $0.00 Vesting of POSPVolume(s) Price(s)Not applicable $0.00 Sale of Shares stemming from OSP and POSP vestingVolume(s) Price(s)820.995 $192,295.889 Charitable gift of SharesVolume(s) Price(s)Not applicable $0.00 Ratable vesting of Restricted Stock Unit AwardsVolume(s) Price(s)Not applicable $0.00 Grant of Restricted Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Performance Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Non-Qualified Stock OptionsVolume(s) Price(s)Not applicable $0.00

e)

Date of the transaction

1. 2025-10-13; UTC time

2. 2025-10-13; UTC time

3. 2025-10-13; UTC time

4. 2025-10-13; UTC time

5. 2025-10-15; UTC time

6. 2025-10-14; UTC time

7. 2025-10-14; UTC time

8. 2025-10-14; UTC time

f)

Place of the transaction

1. Outside a Trading Venue

2. Outside a Trading Venue

3. New York Stock Exchange

4. Outside a Trading Venue

5. Outside a Trading Venue

6. Outside a Trading Venue

7. Outside a Trading Venue

8. Outside a Trading Venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Matthew Stirrup

2

Reason for the notification

a)

Position/status

This notification concerns a person closely associated with a person discharging managerial responsibilities. The relevant person discharging managerial responsibilities being Allison Stirrup, Chief Human Resources Officer

b)

Initial/Amendment notification

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ferguson Enterprises Inc.

b)

LEI

2138003JYQMRP3SLX189

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Common stock of par value $0.0001 per share

ISIN: US31488V1070

b)

Nature of the transaction

1. The automatic vesting of a conditional share award granted in October 2022 under the OSP (after withholding for tax)

2. The automatic vesting of a conditional share award granted in October 2022 under the POSP (after withholding for tax)

3. The sale of Shares stemming from OSP and POSP vesting

4. The automatic ratable vesting of Restricted Stock Unit Awards granted in October 2024 under the Omnibus Plan (after withholding for tax)

5. A grant of Restricted Stock Units under the Omnibus Plan

c)

Price(s) and volume(s)

Vesting of OSPPrice(s) Volume(s)$0.00 48 Vesting of POSPPrice(s) Volume(s)$0.00 99 Sale of Shares stemming from OSP and POSP vestingPrice(s) Volume(s)$234.275 100.995$234.267 47 Ratable vesting of Restricted Stock Unit AwardsPrice(s) Volume(s)$0.00 14 Grant of Restricted Stock UnitsPrice(s) Volume(s)$0.00 76

USD - US Dollars

d)

Aggregated information

- Aggregated volume

- Price

Vesting of OSPVolume(s) Price(s)Not applicable $0.00 Vesting of POSPVolume(s) Price(s)Not applicable $0.00 Sale of Shares stemming from OSP and POSP vestingVolume(s) Price(s)147.995 $34,671.153 Ratable vesting of Restricted Stock Unit AwardsVolume(s) Price(s)Not applicable $0.00 Grant of Restricted Stock UnitsVolume(s) Price(s)Not applicable $0.00

e)

Date of the transaction

1. 2025-10-13; UTC time

2. 2025-10-13; UTC time

3. 2025-10-13; UTC time

4. 2025-10-15; UTC time

5. 2025-10-14; UTC time

f)

Place of the transaction

1. Outside a Trading Venue

2. Outside a Trading Venue

3. New York Stock Exchange

4. Outside a Trading Venue

5. Outside a Trading Venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

William Thees

2

Reason for the notification

a)

Position/status

Chief Operating Officer

b)

Initial/Amendment notification

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ferguson Enterprises Inc.

b)

LEI

2138003JYQMRP3SLX189

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Common stock of par value $0.0001 per share

ISIN: US31488V1070

b)

Nature of the transaction

1. The automatic vesting of a conditional share award granted in October 2022 under the OSP (after withholding for tax)

2. The automatic vesting of a conditional share award granted in October 2022 under the POSP (after withholding for tax)

3. The sale of Shares stemming from OSP and POSP vesting

4. The automatic ratable vesting of Restricted Stock Unit Awards granted in October 2024 under the Omnibus Plan (including dividend equivalents arising from the vesting and after withholding for tax)

5. A grant of Restricted Stock Units under the Omnibus Plan

6. A grant of Performance Stock Units under the Omnibus Plan

7. A grant of Non-Qualified Stock Options under the Omnibus Plan

c)

Price(s) and volume(s)

Vesting of OSPPrice(s) Volume(s)$0.00 1,565 Vesting of POSPPrice(s) Volume(s)$0.00 3,051 Sale of Shares stemming from OSP and POSP vestingPrice(s) Volume(s)$234.550 2,308 Ratable vesting of Restricted Stock Unit AwardsPrice(s) Volume(s)$0.00 346 Grant of Restricted Stock UnitsPrice(s) Volume(s)$0.00 930 Grant of Performance Stock UnitsPrice(s) Volume(s)$0.00 3,102 Grant of Non-Qualified Stock OptionsPrice(s) Volume(s)$0.00 1,904

USD - US Dollars

d)

Aggregated information

- Aggregated volume

- Price

Vesting of OSPVolume(s) Price(s)Not applicable $0.00 Vesting of POSPVolume(s) Price(s)Not applicable $0.00 Sale of Shares stemming from OSP and POSP vestingVolume(s) Price(s)Not applicable $541,341.400 Ratable vesting of Restricted Stock Unit AwardsVolume(s) Price(s)Not applicable $0.00 Grant of Restricted Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Performance Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Non-Qualified Stock OptionsVolume(s) Price(s)Not applicable $0.00

e)

Date of the transaction

1. 2025-10-13; UTC time

2. 2025-10-13; UTC time

3. 2025-10-13; UTC time

4. 2025-10-15; UTC time

5. 2025-10-14; UTC time

6. 2025-10-14; UTC time

7. 2025-10-14; UTC time

f)

Place of the transaction

1. Outside a Trading Venue

2. Outside a Trading Venue

3. New York Stock Exchange

4. Outside a Trading Venue

5. Outside a Trading Venue

6. Outside a Trading Venue

7. Outside a Trading Venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Richard Winckler

2

Reason for the notification

a)

Position/status

Chief Accounting Officer

b)

Initial/Amendment notification

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ferguson Enterprises Inc.

b)

LEI

2138003JYQMRP3SLX189

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Common stock of par value $0.0001 per share

ISIN: US31488V1070

b)

Nature of the transaction

1. The automatic vesting of a conditional share award granted in October 2022 under the OSP (after withholding for tax)

2. The automatic vesting of a conditional share award granted in October 2022 under the POSP (after withholding for tax)

3. The sale of Shares stemming from OSP and POSP vesting

4. The automatic ratable vesting of Restricted Stock Unit Awards granted in October 2024 under the Omnibus Plan (after withholding for tax)

5. The sale of Shares stemming from ratable vesting of Restricted Stock Unit Awards

6. A grant of Restricted Stock Units under the Omnibus Plan

7. A grant of Performance Stock Units under the Omnibus Plan

c)

Price(s) and volume(s)

Vesting of OSPPrice(s) Volume(s)$0.00 341 Vesting of POSPPrice(s) Volume(s)$0.00 693 Sale of Shares stemming from OSP and POSP vestingPrice(s) Volume(s)$232.700 1,034 Ratable vesting of Restricted Stock Unit AwardsPrice(s) Volume(s)$0.00 83 Sale of Shares stemming from ratable vesting of Restricted Stock UnitPrice(s) Volume(s)$241.795 83 Grant of Restricted Stock UnitsPrice(s) Volume(s)$0.00 287 Grant of Performance Stock UnitsPrice(s) Volume(s)$0.00 574

USD - US Dollars

d)

Aggregated information

- Aggregated volume

- Price

Vesting of OSPVolume(s) Price(s)Not applicable $0.00 Vesting of POSPVolume(s) Price(s)Not applicable $0.00 Sale of Shares stemming from OSP and POSP vestingVolume(s) Price(s)Not applicable $240,611.800 Ratable vesting of Restricted Stock Unit AwardsVolume(s) Price(s)Not applicable $0.00 Sale of Shares stemming from ratable vesting of Restricted Stock UnitVolume(s) Price(s)Not applicable $20,068.99 Grant of Restricted Stock UnitsVolume(s) Price(s)Not applicable $0.00 Grant of Performance Stock UnitsVolume(s) Price(s)Not applicable $0.00

e)

Date of the transaction

1. 2025-10-13; UTC time

2. 2025-10-13; UTC time

3. 2025-10-14; UTC time

4. 2025-10-15; UTC time

5. 2025-10-16; UTC time

6. 2025-10-14; UTC time

7. 2025-10-14; UTC time

f)

Place of the transaction

1. Outside a Trading Venue

2. Outside a Trading Venue

3. New York Stock Exchange

4. Outside a Trading Venue

5. New York Stock Exchange

6. Outside a Trading Venue

7. Outside a Trading Venue

View source version on businesswire.com: https://www.businesswire.com/news/home/20251017390804/en/

Copyright Business Wire 2025


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