[Form 3] Ferguson Enterprises Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Initial insider ownership disclosure

On 06/15/2025, newly reported officer Robert Anthony Camposano Jr. filed an SEC Form 3 for Ferguson Enterprises Inc. (FERG). The filing shows he directly owns 8,256 common shares, a figure that includes 245 RSUs granted 04/08/2024 (vesting 04/08/2027) and 836 RSUs granted 10/14/2024 (vesting in three equal tranches starting 10/15/2025). He also holds two conditional share awards covering 1,726 additional shares—870 vesting 10/13/2025 and 856 vesting 10/12/2026. All holdings are reported as Direct (D); no indirect ownership or transactions occurred. The statement is routine, fulfills Section 16 requirements, and carries no immediate financial impact on Ferguson shareholders.

Insights

Securities Analyst

TL;DR: Routine Form 3; modest insider stake disclosed, no share purchase or sale—neutral impact.

The filing merely establishes Mr. Camposano’s baseline ownership as he assumes the Senior VP – Waterworks role. His 8,256-share position (≈US$1 mn at recent prices) plus 1,726 unvested awards align incentives but does not alter the company’s capital structure or convey new information on operating performance. Because no transaction occurred, liquidity, earnings, and valuation remain unchanged. The disclosure is therefore neutral for investors, though continued monitoring of future Form 4 filings may indicate sentiment shifts.

Corporate Governance Expert

TL;DR: Compliance filing confirms insider alignment; governance status quo remains.

Form 3 filings mark the starting point for Section 16 monitoring. Ferguson’s timely submission demonstrates sound governance practices. Camposano’s equity mix—time-based RSUs and conditional awards—uses typical retention metrics and aligns with peer norms. The absence of performance modifiers on the reported awards suggests future incentives may rely on separate performance-share plans not covered here. Overall, the document neither strengthens nor weakens governance posture but provides transparency for future insider-trading scrutiny.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Camposano Robert Anthony Jr.

(Last) (First) (Middle)

751 LAKEFRONT COMMONS

(Street)

NEWPORT NEWS VA 23606

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2025

3. Issuer Name and Ticker or Trading Symbol
Ferguson Enterprises Inc. /DE/ [ FERG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior VP - Waterworks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,256(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Conditional Share Award(3)	(4)	(4)	Common Stock	870	(3)	D
Conditional Share Award(3)	(5)	(5)	Common Stock	856	(3)	D

Explanation of Responses:

1. The reported securities represent 245 Restricted Stock Units ("RSUs") granted on April 8, 2024 under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan ("Omnibus Plan"), which entitles the Reporting Person to receive the 245 shares of Common Stock on the vesting date, which is April 8, 2027, subject to the Reporting Person's continued service through April 8, 2027 (with prorated vesting from and after the grant date in the case of retirement eligibility).

2. The reported securities represent 836 RSUs granted on October 14, 2024 under the Omnibus Plan, which entitles the Reporting Person to receive the 836 shares 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).

3. The reported securities represent a Conditional Share Award granted under the Ferguson Enterprises Inc. Ordinary Share Plan 2019, which entitles the Reporting Person to receive the stated amount of Common Stock on the applicable vesting date, subject to the Reporting Person's continued service through such date (with prorated vesting from and after the grant date in the case of retirement eligibility).

4. The reported Conditional Share Award was granted on October 13, 2022 and is scheduled to vest on October 13, 2025.

5. The reported Conditional Share Award was granted on October 12, 2023 and is scheduled to vest on October 12, 2026.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Ian Graham by Power of Attorney	06/24/2025
	** 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 5 (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.

FAQ

Why did Ferguson Enterprises (FERG) file a Form 3 for Robert Camposano?

Because he became a Section 16 officer (Senior VP – Waterworks) on 06/15/2025, requiring an initial disclosure of his beneficial ownership.

How many FERG shares does Camposano directly own?

8,256 common shares were reported as directly held on the Form 3.

What conditional share awards are disclosed in the filing?

Two awards: 870 shares vesting 10/13/2025 and 856 shares vesting 10/12/2026, totaling 1,726 potential shares.

Does the Form 3 indicate any insider buying or selling?

No. The filing is an initial ownership statement; it records holdings but shows no purchases or sales.

When will the restricted stock units (RSUs) granted in 2024 fully vest?

The 245 RSUs vest on 04/08/2027; the 836 RSUs vest in three equal installments starting 10/15/2025.