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) |
|
d) |
Aggregated information
- Aggregated volume
- Price |
|
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) |
USD - US Dollars |
d) |
Aggregated information
- Aggregated volume
- Price |
|
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) |
USD - US Dollars |
d) |
Aggregated information
- Aggregated volume
- Price |
|
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) |
USD - US Dollars |
d) |
Aggregated information
- Aggregated volume
- Price |
|
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) |
USD - US Dollars |
d) |
Aggregated information
- Aggregated volume
- Price |
|
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) |
USD - US Dollars |
d) |
Aggregated information
- Aggregated volume
- Price |
|
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) |
USD - US Dollars
|
d) |
Aggregated information
- Aggregated volume
- Price |
|
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) |
USD - US Dollars |
d) |
Aggregated information
- Aggregated volume
- Price |
|
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) |
USD - US Dollars |
d) |
Aggregated information
- Aggregated volume
- Price |
|
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 |
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