Ferguson Enterprises Inc. filed a Form 8-K with the SEC on August 14, 2026, disclosing the completion of a public offering of two series of senior notes totaling $1.2 billion in aggregate principal amount.

Key Highlights

  • Two-tranche offering: $700,000,000 of 4.800% Senior Notes due 2029 and $500,000,000 of 5.600% Senior Notes due 2036 were issued.
  • Offering completed: According to the filing, the public offering closed on August 14, 2025, as stated in the disclosure.
  • Guarantor named: Ferguson UK Holdings Limited, described as an indirect subsidiary of the company, fully and unconditionally guarantees both series of notes.
  • Indenture framework: The notes were issued under a Base Indenture dated September 30, 2024, supplemented by a Third Supplemental Indenture dated August 14, 2026.
  • Underwriting agreement: 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.
  • Optional redemption: The company may redeem each series of notes, in whole or in part, at any time and from time to time, at prices and terms set forth in the Indenture.

Ferguson Enterprises Issues $1.2 Billion in Senior Notes Across Two Maturities

Ferguson Enterprises Inc. (NYSE:FERG), a Delaware-incorporated company headquartered in Newport News, Virginia, disclosed in an 8-K filed August 14, 2026 that it completed a public offering of senior notes in two series. The first series consists of $700,000,000 aggregate principal amount of 4.800% Senior Notes due 2029. The second series consists of $500,000,000 aggregate principal amount of 5.600% Senior Notes due 2036. The filing states the offering was completed on August 14, 2025, the date given in Item 8.01 of the report.

According to the filing, the obligations under both series are "fully and unconditionally guaranteed" by Ferguson UK Holdings Limited, an indirect subsidiary of the company, acting as guarantor. The notes and the guarantee were issued under the Base Indenture, dated September 30, 2024, between the company and The Bank of New York Mellon as trustee, as supplemented by the Third Supplemental Indenture dated August 14, 2026. The filing notes that the Indenture contains covenants limiting the ability to incur specified debt secured by liens and conditions governing mergers or consolidations, as well as customary events of default provisions.

The filing discloses that the notes were sold under an underwriting agreement dated August 11, 2026, with J.P. Morgan Securities LLC and BofA Securities, Inc. serving as representatives of the several underwriters. The offering was made pursuant to an effective shelf registration statement bearing File Nos. 333-282398 and 333-282398-01. The 8-K was signed by William Brundage, Chief Financial Officer, on August 14, 2026.

What Was Disclosed

Ferguson Enterprises disclosed the completion of a $1.2 billion two-tranche senior notes offering, naming Ferguson UK Holdings Limited as guarantor, The Bank of New York Mellon as trustee, and J.P. Morgan Securities LLC and BofA Securities, Inc. as underwriter representatives.