FERG Filings — Ferguson Enterprises Inc. - FilingSpy
FERG
Ferguson Enterprises Inc.
Ferguson is the largest North American distributor of plumbing, HVAC, and water solutions, stocking over a million products that contractors and builders rely on for repairs, upgrades, and new construction. It was founded in 1953 in Newport News, Virginia, by Charles Ferguson and two partners, and in 1982 became part of the British Wolseley group, which later renamed itself Ferguson and sold off its UK business to focus on North America. A fun quirk: the company wasn't always called Ferguson — it started under names like Crossroads Supply, and was renamed in 1969 to honor co-founder Charles Ferguson.
Ferguson Enterprises completes $1.2B senior notes offering with two tranches due 2029 and 2036.
The notes are fully and unconditionally guaranteed by Ferguson UK Holdings Limited, an indirect subsidiary.
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On August 14, 2026, Ferguson Enterprises Inc. completed a public offering of $700 million 4.800% Senior Notes due 2029 and $500 million 5.600% Senior Notes due 2036.
The notes were issued under an indenture dated September 30, 2024, as supplemented by a Third Supplemental Indenture dated August 14, 2026, with The Bank of New York Mellon as trustee.
The offering was made under an effective shelf registration statement (File Nos. 333-282398 and 333-282398-01).
The notes were sold pursuant to an underwriting agreement dated August 11, 2026, with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the underwriters.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Ferguson Enterprises enters $1.6B credit agreements to fund FloWorks acquisition
On August 11, 2026, Ferguson Enterprises Inc. entered into a $700 million bridge term loan credit agreement and a $900 million term loan credit agreement, both with JPMorgan Chase Bank as administrative agent.
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Proceeds from the facilities will fund a portion of the consideration and related fees for the previously disclosed FloWorks Acquisition of FWI Holdings, Inc.
The bridge facility matures 364 days after funding and the term loan matures three years after funding; both are unsecured and subject to customary conditions, including substantially concurrent consummation of the FloWorks Acquisition.
Interest rates are based on Base Rate or Term SOFR plus margins ranging from 0.000%-0.250% for Base Rate loans and 0.750%-1.250% for Term Benchmark loans, depending on the company's senior unsecured debt rating.
Both agreements include a maximum net leverage ratio covenant of 3.50 to 1.00, with a temporary step-up to 4.00 to 1.00 for four fiscal quarters after certain material acquisitions.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits
Earnings8-K
Ferguson reports Q2 FY2026 sales up 4.6% to $8.8B, raises full-year guidance
Second quarter net sales were $8.8 billion, up 4.6% from the prior year, with organic growth of 3.8% and acquisition growth of 1.0%.
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Reported diluted EPS was $3.43, up 6.9%; adjusted diluted EPS was $3.39, up 5.3%.
Gross margin was 31.0%, down 20 basis points; reported operating margin was 10.2%, up 10 basis points.
The company raised its full-year 2026 guidance to mid-single digit net sales growth and adjusted operating margin of 9.5%-9.8%.
Completed five acquisitions in the quarter and signed a definitive agreement to acquire FloWorks, expected to close in Q3.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
Ferguson to acquire FloWorks for $1.6 billion, expanding non-residential capabilities.
Ferguson Enterprises Inc. entered a definitive agreement to acquire FWI Holdings, Inc. (FloWorks) from Wynnchurch Capital L.P. for an enterprise value of approximately $1.6 billion.
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The cash transaction values FloWorks at about 10x LTM Adjusted EBITDA, including expected synergies of approximately $45 million.
FloWorks generated 2025 revenues of approximately $1 billion and operates more than 60 locations in the U.S. and Canada.
The acquisition is expected to close in the third quarter of 2026, subject to customary conditions and regulatory approvals.
Ferguson expects the deal to be immediately accretive to Adjusted EPS and to remain within its net debt to adjusted EBITDA range of 1-2x.
7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Ferguson Enterprises stockholders elect 11 directors and approve auditor and executive pay at 2026 annual meeting.
All eleven director nominees were elected, with votes for each ranging from about 149.7 million to 162.7 million.
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Ferguson Enterprises Inc. held its 2026 annual meeting of stockholders on April 30, 2026.
Stockholders ratified the appointment of Deloitte & Touche LLP as independent auditor for fiscal 2026, with 168,080,698 votes for.
The advisory vote on named executive officer compensation for the five-month transition period (Aug 1, 2025–Dec 31, 2025) passed with 150,365,306 votes for.
The report was filed under Item 5.07 to disclose the final voting results of the annual meeting.
5.07 Submission of Matters to a Vote of Security Holders