Thees William T. Jr. - 16 Oct 2023 Form 4 Insider Report for Ferguson plc

Footnote F1

The Ordinary Shares were received in settlement of a Conditional Share Award that vested on October 16, 2023.

Footnote F2

The Ordinary Shares were received in settlement of an October 16, 2020 grant under the Ferguson Group Performance Ordinary Share Plan 2019, pursuant to certification of performance on September 20, 2023 by the Compensation Committee.

Footnote F3

The reported amount includes Ordinary Shares sold to satisfy the Reporting Person's tax withholding obligation upon vesting of Conditional Share Awards.

Footnote F4

The reported price represents the volume-weighted average price ("VWAP") of shares sold. Full information regarding the number of Ordinary Shares sold at each separate price in the ranges reflected in footnotes 5 through 14 will be provided to the SEC, the Issuer or its shareholders upon request.

Footnote F5

The reported price represents the VWAP of shares sold on the London Stock Exchange (the "LSE"). Sale prices for the reported transaction reported ranged between $164.366 and $165.344, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the 1.2216 to 1.00 exchange rate on the initial transaction date of October 16, 2023 (the "Applicable Exchange Rate").

Footnote F6

The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $165.405 and $166.382, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.

Footnote F7

The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $166.443 and $167.420, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.

Footnote F8

The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $167.481 and $167.909, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.

Footnote F9

The reported price represents the VWAP of shares sold on the New York Stock Exchange (the "NYSE"). Sale prices for the reported transaction reported ranged between $162.830 and $163.820, inclusive.

Footnote F10

The reported price represents the VWAP of shares sold on the NYSE. Sale prices for the reported transaction reported ranged between $163.830 and $164.820, inclusive.

Footnote F11

The reported price represents the VWAP of shares sold on the NYSE. Sale prices for the reported transaction reported ranged between $164.835 and $165.833, inclusive.

Footnote F12

The reported price represents the VWAP of shares sold on the NYSE. Sale prices for the reported transaction reported ranged between $165.835 and $166.515, inclusive.

Footnote F13

The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $164.000 and $164.977, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.

Footnote F14

The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $165.038 and $166.015, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.

Footnote F15

The number of shares reflected in this transaction as well as in each of the transactions reported in this statement represent rounded numbers of shares. In this regard, there was an additional sale by the Reporting Person on October 17, 2023 of 1.77 shares at $166.077 on the LSE, with such price converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate. Due to the rounding of the transactions reported herein, the sale of these shares cannot be reflected in this statement as that would result in aggregate sales that exceed the amount sold in the Reporting Person's transactions on the dates covered by this statement.