William T. Thees Jr Form 4 Ferguson Enterprises / William T. Thees Jr ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Thees William T. Jr

(Last) (First) (Middle)

C/O FERGUSON ENTERPRISES INC.

751 LAKEFRONT COMMONS

(Street)

NEWPORT NEWS VA 23606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ferguson Enterprises Inc. /DE/ [ FERG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/14/2024		A		7,612(1)	A	$0	33,124(2)	D
Common Stock	10/14/2024		F		4,132	D	$198.69	28,992	D
Common Stock	10/14/2024		M		1,631(3)	A	$0	30,623	D
Common Stock	10/14/2024		S		5,111	D	$200.9703(4)	25,512	D
Common Stock	10/15/2024		A		1,874(5)	A	$0	27,386	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Conditional Share Award	(3)	10/14/2024		M			1,631	10/14/2024	10/14/2024	Common Stock	1,631	$0	0	D
Stock Options (Right to Buy)	$62.92	10/15/2024		A		4,000		(6)	10/15/2034	Common Stock	4,000	$0	4,000	D

Explanation of Responses:

1. The Common Stock was received in settlement of an October 14, 2021 grant under the Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019, pursuant to certification of performance on September 24, 2024 by the Compensation Committee.

2. Includes 84 shares of common stock acquired under the Ferguson Enterprises Inc. Employee Share Purchase Plan 2021 on May 29, 2024.

3. The Common Stock was received in settlement of a Conditional Share Award that vested on October 14, 2024.

4. The reported price represents the volume-weighted average price of shares sold. Sale prices for the reported transaction reported ranged between $200.950 and $201.070, inclusive of shares sold on the New York Stock Exchange. Full information regarding the number of shares of Common Stock sold at each separate price in the range will be provided to the SEC, the Issuer or its shareholders upon request.

5. 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 15, 2025 (the "Vesting Dates"), subject to the Reporting Person's continued service through the Vesting Dates (with prorated vesting from and after the grant date in the case of retirement eligibility).

6. 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 15, 2025 (the "Vesting Dates"), subject to the Reporting Person's continued service through the Vesting Dates (with prorated vesting from and after the grant date in the case of retirement eligibility).

	/s/ Ian Graham by Power of Attorney	10/16/2024
	** Signature of Reporting Person	Date
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