Published
# Ferguson Enterprises Inc. (FERG): Recent Events
Ferguson changed its fiscal year-end from July 31 to December 31. The company's current fiscal year began January 1, 2026; the quarter covered here is the quarter ended June 30, 2026. Fiscal 2025 means the year ended July 31, 2025, and a five-month transition period ran from August 1, 2025 to December 31, 2025.
## Filings that contain financial statements
Ferguson is a domestic filer. Its earnings press releases, furnished as Exhibit 99.1 to Form 8-K, each carry condensed consolidated (unaudited) statements. The Form 10-Q for the quarter and six months ended June 30, 2026 (accession 0002011641-26-000040) and the Form 10-KT (accession 0002011641-26-000006) are the primary statement filings.
- Form 8-K filed 2026-08-10, accession 0002011641-26-000038: statements of earnings for the three and six months ended June 30, 2026 and 2025; balance sheets at June 30, 2026 and December 31, 2025; cash flows for the six months ended June 30, 2026 and 2025.
- Form 8-K filed 2026-05-05, accession 0002011641-26-000028: statements of earnings for the three months ended March 31, 2026 and 2025, with a balance sheet and cash flow statement for that quarter.
- Form 8-K filed 2026-02-24, accession 0002011641-26-000002: statements of earnings for the three and twelve months ended December 31, 2025 and 2024, and for the five months ended December 31, 2025 and 2024; balance sheets at December 31, 2025 and July 31, 2025; cash flows for the twelve months ended December 31, 2025 and 2024.
- Form 8-K filed 2025-12-09, accession 0002011641-25-000057: statements of earnings, balance sheets and cash flows for the quarter ended October 31, 2025 (compared with October 31, 2024 and July 31, 2025).
- Form 8-K filed 2025-09-16, accession 0002011641-25-000025: statements of earnings, balance sheets and cash flows for the quarter and fiscal year ended July 31, 2025.
## Acquisitions
- **2026-07-13, definitive agreement to acquire FWI Holdings, Inc. ("FloWorks") (signed, not closed).** Ferguson announced a cash deal with Wynnchurch Capital L.P. valuing FloWorks at an enterprise value of about $1.6 billion, roughly 10x LTM adjusted EBITDA including expected synergies of about $45 million. FloWorks, a Houston-based distributor of valves and flow control solutions, had 2025 revenue of about $1 billion and more than 60 locations in the United States and Canada. Ferguson said it expects to remain within its 1x to 2x net debt to adjusted EBITDA target on closing and that the deal should be immediately accretive to adjusted EPS before one-off costs. Closing was expected in the third quarter of 2026, subject to customary conditions and regulatory approvals. (Form 8-K, accession 0002011641-26-000035; also disclosed as a subsequent event in the Form 10-Q, accession 0002011641-26-000040.) The acquisition financing agreed on 2026-08-11 can be drawn only on completion of the acquisition (Form 8-K, accession 0001552781-26-000433); no filing through mid-October 2026 reports the closing.
- **Bolt-on deals, first half of 2026 (closed).** The quarter ended March 31, 2026 included two completed acquisitions (Technology Sales Associates, Inc. and Chesapeake Environmental Equipment, LLC), and Carrier Great Lakes closed after that quarter-end. The company reported completing five acquisitions in the quarter ended June 30, 2026: Carrier Great Lakes, Dealers Supply Company, New England Applied Products, Hamlett Environmental Technologies Company and PRD Technologies Group. It invested $573 million in acquisitions in that quarter, and the eight acquisitions announced year to date (including FloWorks) carry aggregate annualized revenue of about $1.4 billion. (Form 8-K filed 2026-05-05, accession 0002011641-26-000028; Form 8-K filed 2026-08-10, accession 0002011641-26-000038.)
## Financing
- **2026-08-11, acquisition financing agreements.** Ferguson entered into an unsecured bridge term loan credit agreement of up to $700 million (maturing 364 days after borrowing) and an unsecured term loan credit agreement of up to $900 million (maturing three years after funding), both with JPMorgan Chase Bank, N.A. as administrative agent and Ferguson UK Holdings Limited as guarantor. Both are to fund part of the FloWorks consideration; the bridge is available only if permanent financing is not raised before closing. Margins on Term SOFR borrowings range from 0.750% to 1.250% by credit rating, and both carry a maximum net leverage ratio of 3.50 to 1.00 with a temporary step-up to 4.00 to 1.00 after certain acquisitions. (Form 8-K, accession 0001552781-26-000433.)
- **2026-08-14, senior notes offering completed.** Ferguson completed an offering of $700 million of 4.800% Senior Notes due 2029 and $500 million of 5.600% Senior Notes due 2036, guaranteed by Ferguson UK Holdings Limited, under an underwriting agreement dated August 11, 2026 with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives. The filing, dated August 14, 2026, states the completion date as "August 14, 2025", which is inconsistent with the Third Supplemental Indenture dated August 14, 2026 and the notes' maturity terms; the offering is treated here as completed on August 14, 2026. The filing does not state the use of proceeds in this report. (Form 8-K, accession 0001140361-26-033163.)
- **2025-09-22, senior notes.** Ferguson completed an offering of $750 million of 4.350% Senior Notes due 2031, guaranteed by Ferguson UK Holdings Limited. (Form 8-K, accession 0001140361-25-035693.)
- **2025-04-02, revolving credit facility.** Ferguson entered into a $1.5 billion unsecured revolving credit agreement maturing April 2, 2030 (expandable by up to $500 million) and terminated its prior $1.35 billion multicurrency revolving facility, which had no borrowings outstanding. (Form 8-K filed 2025-04-03, accession 0001552781-25-000129.)
## Earnings, guidance and capital returns
- **2026-08-10, quarter ended June 30, 2026; full-year guidance raised.** Net sales were $8.8 billion ($8,751 million), up 4.6%, with organic growth of 3.8%. Gross margin was 31.0%, down 20 basis points. Operating profit was $893 million (10.2% margin), adjusted operating profit $932 million (10.7%), and diluted EPS $3.43 (up 6.9%), or $3.39 adjusted (up 5.3%). Net debt to adjusted EBITDA was 1.3x. Calendar 2026 guidance was raised: net sales to mid-single-digit growth (from low to mid-single digit), adjusted operating margin to 9.5% to 9.8% (from 9.4% to 9.8%) and capital expenditures to $375 million to $425 million (from $350 million to $400 million); interest expense (about $200 million) and adjusted tax rate (about 26%) were unchanged. The updated guidance excludes FloWorks. Share repurchases were $202 million in the quarter, and a quarterly dividend of $0.89 was declared, payable October 7, 2026 to holders of record August 21, 2026. (Form 8-K, accession 0002011641-26-000038.)
- **2026-05-05, quarter ended March 31, 2026; guidance unchanged.** Net sales were $7.5 billion, up 3.6%; diluted EPS was $2.13 (up 23.1%), $2.28 adjusted. Repurchases were $236 million, and the board authorized a new $2.0 billion repurchase program with no expiration date, replacing the existing program. (Form 8-K, accession 0002011641-26-000028.)
- **2026-02-24, calendar 2025 results and 2026 guidance.** Net sales for the twelve months ended December 31, 2025 were $31.3 billion, up 5.0%; diluted EPS was $10.16 (up 24.2%), $10.58 adjusted. Initial calendar 2026 guidance: low to mid-single-digit sales growth, adjusted operating margin of 9.4% to 9.8%, interest expense of about $200 million, capital expenditures of $350 million to $400 million and an adjusted tax rate of about 26%. Repurchases were about $0.9 billion for the year, with about $0.6 billion remaining under the then-current program. (Form 8-K, accession 0002011641-26-000002.)
- **2025-12-09, quarter ended October 31, 2025.** Net sales were $8.2 billion, up 5.1%; diluted EPS was $2.90 (up 23.9%). Calendar 2025 guidance was narrowed to about 5% sales growth and a 9.4% to 9.6% adjusted operating margin. (Form 8-K, accession 0002011641-25-000057.)
- **2025-09-16, fiscal 2025 results.** Results for the quarter and year ended July 31, 2025 were reported in the same filing as the fiscal-year change below. (Form 8-K, accession 0002011641-25-000025.)
## Fiscal year change and governance
- **2025-09-11 board action, reported 2025-09-16.** The board approved moving the fiscal year-end from July 31 to December 31, with a transition report on Form 10-KT for August 1 to December 31, 2025, and amended the bylaws accordingly. The 2026 annual meeting was set for April 30, 2026. (Form 8-K, accession 0002011641-25-000025.)
- **2026-06-16, London secondary listing.** The 2026-08-10 earnings release states that Ferguson announced on June 16, 2026 its intention to cancel its secondary listing on the London Stock Exchange, effective July 20, 2026. No separate Form 8-K for the announcement was found. (Accession 0002011641-26-000038.)
- **Annual meetings.** The 2026 meeting was held April 30, 2026; all eleven director nominees were elected, Deloitte & Touche LLP was ratified for fiscal 2026, and the advisory pay vote passed with 150.4 million votes for and 12.4 million against. (Form 8-K filed 2026-05-04, accession 0002011641-26-000026.) The 2025 meeting was held December 3, 2025 with all eleven nominees elected. (Form 8-K filed 2025-12-04, accession 0002011641-25-000055.)
- **2025-01-08, executive title change.** Bill Thees became Chief Operating Officer effective February 1, 2025, with expanded oversight of supply chain and facilities. (Form 8-K filed 2025-01-10, accession 0002011641-25-000002.)