Every 8-K that Ferguson Enterprises Inc. (FERG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FERG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FERG filings page.
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.
Ferguson Enterprises Inc. entered into two unsecured debt facilities to support the planned acquisition of FWI Holdings, Inc. (the FloWorks Acquisition). A Bridge Credit Agreement provides a bridge term loan facility in an aggregate principal amount of up to $700 million, maturing 364 days after the borrowing date, and available only if other bank or capital markets financing is not obtained before or at closing of the FloWorks Acquisition. A separate Term Loan Credit Agreement provides a committed term loan facility of up to $900 million, maturing three years after funding. Both facilities bear interest at either the Base Rate or Term SOFR Rate plus a margin, with Base Rate margins from 0.000% to 0.250% and Term Benchmark margins from 0.750% to 1.250%, depending on the company’s senior unsecured debt rating. Unused commitments are subject to commitment fees ranging from 0.07% to 0.125%. Each agreement includes customary covenants and requires a maximum consolidated net leverage ratio of 3.50 to 1.00, with a temporary step-up to 4.00 to 1.00 for four fiscal quarters following certain material acquisitions.
Ferguson Enterprises Inc. reported second quarter 2026 net sales of $8.8 billion, up 4.6% year over year, with growth driven by 3.8% organic revenue, 1.0% from acquisitions and a small divestment impact. Reported operating profit rose to $893 million, a 10.2% operating margin, while adjusted operating profit reached $932 million. Diluted EPS was $3.43, up 6.9%, and adjusted diluted EPS was $3.39, up 5.3%.
For the first six months of 2026, net sales were $16.2 billion, up 4.2%, with net income of $1.08 billion and diluted EPS of $5.56, up 12.6%. The company completed five acquisitions in the quarter and signed an agreement to acquire FloWorks, with aggregate annualized revenue of $1.4 billion for eight year‑to‑date deals. Net debt to adjusted EBITDA was 1.3x. Ferguson increased its 2026 guidance to mid‑single digit net sales growth and an adjusted operating margin of 9.5%–9.8%, declared a quarterly dividend of $0.89, and repurchased $202 million of shares in the quarter.
Ferguson Enterprises has entered into a definitive agreement to acquire FWI Holdings, Inc. (FloWorks) for an enterprise value of approximately $1.6 billion in cash. FloWorks is a Houston-based distributor and service provider of highly technical valves and flow control solutions with 2025 revenues of approximately $1 billion and more than 60 locations in the United States and Canada.
The acquisition is expected to expand Ferguson’s specialty industrial flow control platform, increase exposure to non-residential end markets such as datacenters, semiconductors, power generation and pharmaceuticals, and add recurring MRO-driven revenue. Ferguson expects significant revenue synergies and cost synergies from network, logistics and technology, with an acquisition multiple of about 10x LTM Adjusted EBITDA including approximately $45 million of expected synergies. The deal is described as immediately accretive to Adjusted EPS before one-off transaction and integration costs and is expected to increase Ferguson’s total addressable market from $340 billion to $400 billion. Ferguson expects to stay within its target net debt to adjusted EBITDA range of 1–2x after closing, which is anticipated in the third quarter of 2026, subject to customary conditions and regulatory approvals.
Ferguson Enterprises reported first quarter 2026 net sales of $7.5 billion, up 3.6%, with organic growth of 2.8% and acquisition growth of 0.8%. Gross margin improved to 31.0%, and operating margin rose to 8.2% on a reported basis and 8.7% on an adjusted basis.
Reported diluted EPS increased to $2.13, up 23.1%, while adjusted diluted EPS reached $2.28, up 9.1%. The company completed six announced acquisitions with approximately $350 million in aggregate annualized revenue impact, declared a quarterly dividend of $0.89, repurchased $236 million of shares, and the board approved a new $2.0 billion share repurchase authorization.
Net debt to adjusted EBITDA stood at 1.0x, indicating modest leverage. Full-year calendar 2026 guidance was reaffirmed, including low- to mid-single digit net sales growth and an adjusted operating margin range of 9.4% to 9.8%. The company is also reviewing its London Stock Exchange secondary listing, which could result in cancellation.
Ferguson Enterprises Inc. filed an 8-K reporting shareholder voting results from a meeting held on April 30, 2026. Stockholders cast detailed votes on director nominees, including Kevin Murphy, who received 162,708,039 votes for, 41,465 against, 546,049 abstentions and 5,618,293 broker non-votes.
The filing also lists vote totals on additional matters, including one item with 168,080,698 votes for, 308,670 against and 524,478 abstentions, and another with 150,365,306 votes for, 12,379,489 against, 550,758 abstentions and 5,618,293 broker non-votes.
Ferguson Enterprises delivered strong calendar 2025 results, with net sales of $31.3 billion, up 5.0%, driven mainly by 4.5% organic growth and modest acquisition contributions. Gross margin improved to 31.0%, 70 basis points higher than last year, reflecting disciplined pricing and favorable supplier dynamics.
Reported operating profit rose to $2.8 billion, giving an 8.9% operating margin, while adjusted operating profit reached $3.0 billion with a 9.6% adjusted margin. Diluted earnings per share increased to $10.16, up 24.2%, and adjusted diluted EPS was $10.58, up 13.4%, helped by profit growth and share repurchases. Operating cash flow was $2.2 billion, funding $3.38 per share in dividends, $0.9 billion of share buybacks and $276 million for eight acquisitions with more than $300 million of annualized revenue.
For calendar 2026, Ferguson guides to low to mid‑single digit net sales growth, an adjusted operating margin between 9.4% and 9.8%, capital expenditures of $350–$400 million, interest expense of about $200 million and an adjusted effective tax rate of about 26%. Net debt to adjusted EBITDA stood at 1.1x at December 31, 2025, indicating a relatively conservative balance sheet.
Ferguson Enterprises Inc. reported the results of shareholder voting in connection with a recent shareholder meeting. The disclosure lists vote totals for a slate of directors, including Rekha Agrawal, Kelly Baker, Rick Beckwitt, Bill Brundage, Geoff Drabble, Cathy Halligan, Brian May, James S. Metcalf, Kevin Murphy, Alan Murray, and Suzanne Wood, each with a large number of votes cast in favor compared with votes against and abstentions, plus broker non-votes. The report also includes vote counts on additional matters presented to shareholders, with separate totals for votes for, votes against, and abstentions.
Ferguson Enterprises Inc. filed a Current Report on Form 8-K describing financing-related documents and legal opinions. The filing includes an Underwriting Agreement dated September 18, 2025, a reference to the Indenture dated September 30, 2024, and a Second Supplemental Indenture dated September 22, 2025 that incorporates a Form of 4.350% Senior Notes due 2031. The report also includes legal opinions and consents from Kirkland & Ellis LLP and Kirkland & Ellis International LLP. The exhibits indicate the company completed underwriting and documentation for a senior notes issuance with a stated coupon of 4.350% maturing in 2031 and associated trustee arrangements.