REG-Ferguson Enterprises Inc. Ferguson Enterprises Inc. (“Company”): Execution of Rule 10b5-1 Plans

Ferguson EnterprisesAnnouncement

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Ferguson Enterprises Inc. (“Company”): Execution of Rule 10b5-1 Plans

 

This is an initial notification of transactions of persons discharging
managerial responsibility (“PDMRs”) 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).

The Company announces that:

(1) William Brundage, Chief Financial Officer, entered into a Rule 10b5-1 plan
in respect of common stock of par value $0.0001 each in the Company
(“Shares”) (ISIN US31488V1070) that he will become beneficially entitled
to receive, and beneficially own in connection with the vesting or settlement
of certain of his Company equity awards, comprising: (i) one 2023 performance
award granted under the Ferguson Enterprises Inc. Long Term Incentive Plan
2019; and (ii) one 2023 RSU award granted under the Ferguson Enterprises Inc.
2023 Omnibus Equity Incentive Plan. The Rule 10b5-1 plan will expire on
November 23, 2026, unless terminated earlier in accordance with its terms
(including upon execution of all trades specified in the plan, at the election
of the PDMR, or by the broker in specified circumstances);

(2) Jake Schlicher, Chief Strategy Officer, entered into a Rule 10b5-1 plan in
respect of common stock of par value $0.0001 each in the Company
(“Shares”) (ISIN US31488V1070) that he will become beneficially entitled
to receive, and beneficially own in connection with the vesting or settlement
of certain of his Company equity awards, comprising: (i) one 2023 award
granted under the Ferguson Enterprises Inc. Ordinary Share Plan 2019; (ii) one
2023 performance award granted under the Ferguson Enterprises Inc. Performance
Ordinary Share Plan 2019, (iii) one 2024 RSU award granted under the Ferguson
Enterprises Inc. 2023 Omnibus Equity Incentive Plan and (iv) one 2025 RSU
award granted under the Ferguson Enterprises Inc. 2023 Omnibus Equity
Incentive Plan. The Rule 10b5-1 plan will expire on December 31, 2026, unless
terminated earlier in accordance with its terms (including upon execution of
all trades specified in the plan, at the election of the PDMR, or by the
broker in specified circumstances).

(together, “Rule 10b5-1 Plans”)

Under the terms of the Rule 10b5-1 Plans, up to 100% of the net Shares
delivered under those awards (being the Shares received after deduction of any
Shares withheld to satisfy applicable tax withholding obligations) may be sold
in accordance with the terms specified in the Rule 10b5-1 Plans. The first
trading date will be no earlier than 90 days after the publication of this
announcement. The Rule 10b5-1 Plans are revocable and modifiable during an
open period.

The transactions took place outside a trading venue.

Investor Inquiries:

Pete Kennedy, Vice President Investor Relations, +1 757 603 0111

Christen Rusbarsky, Director Investor Relations, +1 443 528 2533

Media Inquiries:

Christine Dwyer, Vice President Communications and PR, +1 757 469 5813



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Ferguson Enterprises Inc.


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