| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ferguson Enterprises Inc. /DE/ [ FERG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/14/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 6,610(1) | A | $0 | 13,741(2) | D | |||
| Common Stock | 10/14/2024 | F | 3,588 | D | $198.69 | 10,153 | D | |||
| Common Stock | 10/14/2024 | M | 1,416(3) | A | $0 | 11,569 | D | |||
| Common Stock | 10/14/2024 | S | 2,250 | D | $201.4851(4) | 9,319 | D | |||
| Common Stock | 10/15/2024 | A | 1,676(5) | A | $0 | 10,995 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 1,416 | 10/14/2024 | 10/14/2024 | Common Stock | 1,416 | $0 | 0 | D | ||||
| Stock Options (Right to Buy) | $62.92 | 10/15/2024 | A | 3,576 | (6) | 10/15/2034 | Common Stock | 3,576 | $0 | 3,576 | 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 $201.482 and $201.555, 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 | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
