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Ferguson Enterprises (NYSE: FERG) prices $1.2B in 2029 and 2036 senior notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ferguson Enterprises Inc. completed a public debt offering of $700,000,000 aggregate principal amount of 4.800% Senior Notes due 2029 and $500,000,000 aggregate principal amount of 5.600% Senior Notes due 2036. The Notes are fully and unconditionally guaranteed by Ferguson UK Holdings Limited, an indirect subsidiary.

The Notes and related guarantee were issued under an Indenture dated September 30, 2024, as supplemented by a Third Supplemental Indenture dated August 14, 2026. The Indenture includes covenants limiting debt secured by liens, and conditions for mergers or consolidations, and sets out customary events of default. Each series of Notes may be redeemed at the Company’s option, in whole or in part, at redemption prices and on terms described in the Indenture. 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.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2029 Notes principal $700,000,000 Aggregate principal amount of 4.800% Senior Notes due 2029
2036 Notes principal $500,000,000 Aggregate principal amount of 5.600% Senior Notes due 2036
2029 Notes coupon 4.800% Interest rate on Senior Notes due 2029
2036 Notes coupon 5.600% Interest rate on Senior Notes due 2036
Indenture date September 30, 2024 Date of Base Indenture with The Bank of New York Mellon as trustee
Supplemental Indenture date August 14, 2026 Date of Third Supplemental Indenture for the Notes
Underwriting Agreement date August 11, 2026 Date of Underwriting Agreement for the Notes offering
Indenture regulatory
"The Notes of each series and the Guarantee were issued pursuant to that certain Indenture"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Senior Notes financial
"public offering of $700,000,000 aggregate principal amount of 4.800% Senior Notes due 2029"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
events of default regulatory
"The Indenture also provides for customary events of default"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
Underwriting Agreement financial
"The Notes were sold pursuant to an underwriting agreement, dated August 11, 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
guaranteed financial
"The obligations of the Company under each series of Notes are fully and unconditionally guaranteed"
A guarantee is a formal promise that a payment or obligation will be met even if the original party cannot fulfill it, often provided by a third party, insurer, or legal contract. For investors it signals lower risk—similar to a co-signer on a loan—because the guarantor should cover missed payments or performance, but the protection only matters as much as the guarantor’s financial strength and the legal enforceability of the promise.

FAQ

What debt securities did Ferguson (FERG) issue in this offering?
Ferguson issued $700,000,000 of 4.800% Senior Notes due 2029 and $500,000,000 of 5.600% Senior Notes due 2036. Both series are senior unsecured obligations, fully and unconditionally guaranteed by Ferguson UK Holdings Limited under an existing Indenture framework.

Who guarantees the new Ferguson (FERG) Senior Notes?
The Notes are fully and unconditionally guaranteed by Ferguson UK Holdings Limited, an indirect subsidiary of Ferguson Enterprises Inc. This Guarantee is provided under the Indenture and applies to each series of Notes issued in the offering.

What key covenants apply to Ferguson’s (FERG) new Notes?
The Indenture includes covenants that limit the Company’s and Guarantor’s ability to incur debt secured by liens and require them to meet specified conditions to merge or consolidate. It also provides for customary events of default typical for senior unsecured notes.

Can Ferguson (FERG) redeem the new Notes before maturity?
Yes. Ferguson may redeem each series of Notes, in whole or in part, at its option. Redemptions occur at specified redemption prices and on terms and conditions set forth in the Indenture governing the 2029 and 2036 Senior Notes.

Which banks underwrote Ferguson’s (FERG) Senior Notes offering?
The Notes were sold under an agreement dated August 11, 2026 with J.P. Morgan Securities LLC and BofA Securities, Inc. acting as representatives of the several underwriters. The Underwriting Agreement contains customary representations, covenants, and indemnification provisions.

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Understanding 8-K Material Events →
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): August 11, 2026

FERGUSON ENTERPRISES INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-42200
38-4304133
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
751 Lakefront Commons
Newport News, Virginia
  
23606
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: +1-757-874-7795
 
Not Applicable
 
(Former Name or Former Address, if Changed Since Last Report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common stock, par value $0.0001 per share
  
FERG
  
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Item 8.01.
Other Events.
 
On August 14, 2025, Ferguson Enterprises Inc. (the “Company”) completed the public offering (the “Offering”) of $700,000,000 aggregate principal amount of 4.800% Senior Notes due 2029 (the “2029 Notes”) and $500,000,000 aggregate principal amount of 5.600% Senior Notes due 2036 (the “2036 Notes” and, collectively with the 2029 Notes, the “Notes”). The obligations of the Company under each series of Notes are fully and unconditionally guaranteed (the “Guarantee”) by Ferguson UK Holdings Limited, an indirect subsidiary of the Company (the “Guarantor”).
 
The Notes of each series and the Guarantee were issued pursuant to that certain Indenture, dated as of September 30, 2024, by and among the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by the Third Supplemental Indenture, dated as of August 14, 2026 by and among the Company, the Guarantor and the Trustee (the “Supplemental Indenture” and, the Base Indenture as so supplemented, the “Indenture”). The Indenture contains certain covenants and restrictions, including covenants that limit the Company’s and the Guarantor’s ability to incur specified debt secured by liens and that require the Company and the Guarantor to satisfy certain conditions in order to merge or consolidate with another entity. The Indenture also provides for customary events of default. The Company may redeem each series of Notes at its option, in whole or in part, at any time and from time to time, at the redemption prices and on the terms and conditions set forth in the Indenture.
 
The Offering was made pursuant to an effective shelf registration statement (including a prospectus and preliminary prospectus supplement) (File Nos. 333-282398 and 333-282398-01).
 
The description of the Base Indenture, the Supplemental Indenture, the Notes and the Guarantee contained in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the Supplemental Indenture and the Notes. The Base Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and its terms are incorporated herein by reference. The Supplemental Indenture is filed as Exhibit 4.2 to this Current Report on Form 8-K and its terms are incorporated herein by reference. The forms of the 2029 Notes and 2036 Notes are filed as Exhibit 4.3 and Exhibit 4.4, respectively, to this Current Report on Form 8-K and their terms are incorporated herein by reference.

Underwriting Agreement

The Notes were sold pursuant to an underwriting agreement, dated August 11, 2026 (the “Underwriting Agreement”), among the Company, the Guarantor, and J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (the “Underwriters”). The Underwriting Agreement contains certain representations, warranties, covenants and indemnification obligations of the Company, the Guarantor and the Underwriters, as well as other customary provisions.

The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of the dates specified therein, were solely for the benefit of the parties thereto and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company and its subsidiaries. Moreover, information concerning the subject matter of any representations, warranties and covenants may change after the dates of the Underwriting Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.

The description of the Underwriting Agreement contained in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and its terms are incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits

Exhibit
No.
Description
1.1
Underwriting Agreement, dated as of August 11, 2026, among Ferguson Enterprises Inc., Ferguson UK Holdings Limited and J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named therein.
4.1
Indenture, dated as of September 30, 2024, by and between Ferguson Enterprises Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-3 filed by Ferguson Enterprises Inc. and Ferguson UK Holdings Limited with the SEC on September 30, 2024).
4.2
Third Supplemental Indenture, dated as of August 14, 2026, among Ferguson Enterprises Inc., Ferguson UK Holdings Limited and The Bank of New York Mellon, as Trustee, to the Indenture dated as of September 30, 2024.
4.3
Form of 4.800% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.2).
4.4
Form of 5.600% Senior Notes due 2036 (included as Exhibit B to Exhibit 4.2).
5.1
Opinion of Kirkland & Ellis LLP.
5.2
Opinion of Kirkland & Ellis International LLP.
23.1
Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 of this Current Report on Form 8-K).
23.2
Consent of Kirkland & Ellis International LLP (included in Exhibit 5.2 of this Current Report on Form 8-K).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Ferguson Enterprises Inc.
   
Date:
August 14, 2026
By:
/s/ William Brundage
 
Name:
William Brundage
 
Title:
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

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