Ferguson Enterprises said it completed on September 22, 2025 a public offering of $750,000,000 aggregate principal amount of 4.350% Senior Notes due 2031. The company said the obligations under the Notes are fully and unconditionally guaranteed by Ferguson UK Holdings Limited, an indirect subsidiary.

8-KOther EventsFiled Sep 22, 2025Period of report Sep 18, 2025Summary published (UTC) Oct 12, 2026

Key points

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Ferguson Enterprises said it completed on September 22, 2025 a public offering of $750,000,000 aggregate principal amount of 4.350% Senior Notes due 2031. The company said the obligations under the Notes are fully and unconditionally guaranteed by Ferguson UK Holdings Limited, an indirect subsidiary.
Ferguson Enterprises said the Notes were issued pursuant to the Base Indenture dated September 30, 2024 and the Second Supplemental Indenture dated September 22, 2025. The company explained the Indenture contains covenants that limit the 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.
Ferguson Enterprises said the Notes were sold pursuant to an Underwriting Agreement dated September 18, 2025. The company said the representatives of the underwriters are J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Barclays Capital Inc.
Ferguson Enterprises said it may redeem the Notes, 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 company explained the Offering was made pursuant to an effective shelf registration statement (File Nos. 333-282398 and 333-282398-01).

Summary

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Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Ferguson Enterprises Completes Public Offering of $750,000,000 4.350% Senior Notes due 2031

Ferguson Enterprises said it completed on September 22, 2025 a public offering of $750,000,000 aggregate principal amount of 4.350% Senior Notes due 2031. The company said the obligations under the Notes are fully and unconditionally guaranteed by Ferguson UK Holdings Limited, an indirect subsidiary.

Source · Based on the filing body and exhibits

Indenture Structure and Covenants

Ferguson Enterprises said the Notes were issued pursuant to the Base Indenture dated September 30, 2024 and the Second Supplemental Indenture dated September 22, 2025. The company explained the Indenture contains covenants that limit the 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.

Source · Based on the filing body and exhibits

Underwriting Agreement and Underwriters

Ferguson Enterprises said the Notes were sold pursuant to an Underwriting Agreement dated September 18, 2025. The company said the representatives of the underwriters are J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Barclays Capital Inc.

Source · Based on the filing body and exhibits

Optional Redemption Terms and Shelf Registration Statement

Ferguson Enterprises said it may redeem the Notes, 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 company explained the Offering was made pursuant to an effective shelf registration statement (File Nos. 333-282398 and 333-282398-01).

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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