10/15/2025 | Press release | Distributed by Public on 10/15/2025 09:14
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Conditional Share Award | (2) | 10/13/2025 | M | 2,166 | (2) | (2) | Common Stock | 2,166 | $ 0 | 0 | D | ||||
Stock Options (Right to Buy) | $235 | 10/14/2025 | A | 1,904 | (5) | 10/14/2035 | Common Stock | 1,904 | $ 0 | 1,904 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Schlicher Jake C/O FERGUSON ENTERPRISES INC. 751 LAKEFRONT COMMONS NEWPORT NEWS, VA 23606 |
SVP of Strategic Development |
/s/ Ian Graham by Power of Attorney | 10/15/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 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. |
(2) | The Common Stock was received in settlement of a Conditional Share Award that vested on October 13, 2025. |
(3) | The reported price represents the volume-weighted average price (VWAP) of shares sold on the New York Stock Exchange. Sale prices for the reported transaction reported ranged between $233.510 and $233.605. 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. |
(4) | 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. |
(5) | 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. |
Remarks: Exhibit List - Exhibit 24.1 - Power of Attorney |