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

NEWPORT NEWS, Va.--(BUSINESS WIRE)--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) Ian Graham, Chief Legal Officer & Corporate Secretary, 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) his 2023 award granted under the Ferguson Enterprises Inc. Ordinary Share Plan 2019; (ii) his 2023 performance award granted under the Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019, (iii) his 2024 RSU award granted under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan and (iv) his 2025 RSU award granted under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan. The Rule 10b5-1 plan will expire on November 30, 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) William Thees, Chief Operating 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) his 2023 award granted under the Ferguson Enterprises Inc. Ordinary Share Plan 2019; (ii) his 2023 performance award granted under the Ferguson Enterprises Inc. Performance Ordinary Share Plan 2019, (iii) his 2024 RSU award granted under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan and (iv) his 2025 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).

(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.